Watch Match Merchant and Private Seller Terms

1. Scope and Contractual Relationship

• These Merchant and Private Seller Terms (the “Terms”) apply to any person who applies for, obtains or uses Merchant, Private Seller or other selling privileges through the Watch Match App, website or related service interfaces (the “WM Platform”).
• Watch Match is a product of Primemory Limited. “WM” means Watch Match, the WM Platform and related services. Primemory Limited is WM’s operating and contracting entity.
• These Terms supplement the current Platform Terms of Use. Account registration, general platform use, privacy and other platform-wide matters remain governed by the Platform Terms of Use, Privacy Policy and applicable policies.
• Offers, Commitment Fees, Authentication Fees, the Watch Balance, cancellation, refunds and transaction disputes are separately governed by the Transaction Service Terms and arrangements clearly displayed before confirmation of an individual Order. Authentication, delivery for authentication, case opening, reports, custody and handover liability are separately governed by the Authentication and Handover Service Schedule.
• If WM documents are inconsistent:
• specific arrangements clearly displayed and expressly accepted before confirmation of an individual Order prevail for that Order;
• the Authentication and Handover Service Schedule prevails for authentication and handover matters expressly governed by it;
• these Terms prevail for Merchants, Private Sellers, listings and Seller performance; and
• all other matters are governed by the Platform Terms of Use.
• Nothing in these Terms reduces a right that cannot be excluded or restricted under applicable law.
• Enquiries about these Terms or Seller functions may be directed to WM customer support:
• Email: admin@watchmatch.ai
• Telephone: +852 5990 4888

2. Seller Types and Definitions

• “Seller” includes a Merchant and a Private Seller. Unless expressly limited, references to a Seller apply to both.
• “Merchant” means an individual, company, partnership or other legal entity selling watches in a business, commercial, professional or continuous trading capacity that has passed WM’s merchant-verification process.
• “Private Seller” means a natural person who principally sells a watch lawfully owned by that person in a personal, non-commercial capacity, formerly described as an “Individual User (Selling)”.
• “Product” or “Watch” includes a watch listed or offered for sale through the WM Platform and any box, warranty card, certificate, bracelet link, tag or other accessory stated in the listing to be included.
• “Listing” means product information, price, images and sale arrangements submitted, published, imported or authorised for publication by a Seller on the WM Platform.
• “B2B Price” means a trade price visible only to Users holding a business identity or permission specified by WM. “B2C Price” means a price displayed to general Buyers or consumers.
• “In-Stock Product” means a Product that the Seller actually holds or controls, or is entitled to deliver under disclosed arrangements, when listed and when an Offer is accepted. “Pre-Order Product” means a Product not immediately available for delivery and to be fulfilled under stated procurement, allocation or estimated-arrival arrangements.
• Based on actual activity, transaction frequency, product volume, operating method and legal requirements, WM may request additional information or reclassify a Seller. If a Private Seller conducts ongoing commercial sales, WM may require merchant verification before further listing or trading.

3. Eligibility and General Representations

By applying for or using selling privileges, the Seller represents and warrants that:

• it has full legal capacity and authority to enter into and perform these Terms and each related sale contract;
• all identity, business, contact, address, banking and other information supplied to WM is true, complete, accurate and current;
• it will comply with applicable laws on licensing, registration, taxation, import and export, sanctions, anti-money laundering and consumer protection in every relevant location;
• it will not use the WM Platform to sell a stolen, counterfeit, infringing, unlawfully obtained, prohibited or undisclosed third-party-encumbered Product; and
• it will not impersonate another person, conceal its actual commercial status or use Private Seller status to avoid legal or platform requirements applicable to Merchants.

4. Merchant Applications and Continuing Information Obligations

• A Merchant applicant will generally be asked initially for:
• valid business-registration, company-incorporation or equivalent local evidence;
• company name, registered and business addresses, nature of business and contact details;
• name, position and contact details of an authorised contact; and
• company website, Instagram, Facebook or other verifiable watch-business information.
• WM conducts enhanced review only where reasonably required by risk or law and may request information on directors, responsible persons, ultimate beneficial owners, controllers, banking, payments, licences, import/export, product provenance or other compliance matters. Triggers may include:
• basic information cannot be verified, is inconsistent or expired, or appears altered;
• the applicant, responsible person, business region or transaction arrangement presents elevated fraud, sanctions, anti-money-laundering or other compliance risk;
• product volume or value, transaction frequency or payment pattern is materially inconsistent with the declared business;
• repeated complaints, Authentication Not Passed outcomes, suspicious provenance or unusual account activity;
• a requirement of a bank, payment provider, insurer, competent authority or applicable law; or
• reasonable necessity to protect Users or investigate a specific risk.
• Enhanced information requested must be proportionate to the actual risk and purpose. WM should not require every Merchant to provide complete director or beneficial-owner information without reasonable cause.
• WM may verify information through public records, contact with the applicant, supporting evidence and, where reasonably necessary, original or certified documents, video or in-person verification, or third-party identity or business-information services.
• WM may approve, reject, defer or request additional information for an application according to reasonable risk and operational standards. On rejection or deferral, WM will generally provide a brief reason, such as unverifiable or inconsistent information, insufficient verifiable watch-business information, a duplicate account or unresolved specific risk. The applicant may resubmit after supplementing or correcting the information. WM need not disclose internal rules or details that may compromise risk controls, platform security, fraud investigation or legal obligations.
• A Merchant must keep all business registrations, licences, authorities and submitted information valid. It must promptly notify WM of a material change to company name, control, directors, responsible persons, address, nature of business or other important information.
• Merchant verification has no fixed validity period, and WM does not generally require routine periodic reverification. WM may request specified updates only when a submitted document expressly expires, material information changes, unusual account or transaction activity occurs, a risk under subsection 2 arises, or law or a competent authority requires it. If the Merchant does not respond within a reasonable period, WM may restrict pricing permissions, listings, Offer acceptance, transactions or other Merchant functions until resolved.
• Verification means only that WM reviewed specified information under its procedures at the relevant time. It is not a guarantee or endorsement of the Merchant’s financial position, creditworthiness, Product authenticity, ability to perform or any transaction.

5. Merchant Accounts, Staff and Authority

• A Merchant must appoint at least one primary administrator for its account and communications with WM.
• A Merchant may create staff or sub-accounts using available WM functions and should assign appropriate permissions only to persons who need and are authorised to have them.
• The Merchant is responsible for actions of its administrators, employees, agents and sub-accounts on the WM Platform, including listing, pricing, accepting or rejecting Offers, providing payment information and confirming handover.
• A Merchant must not share administrator credentials, sell or transfer an account, or permit an unauthorised person to use its identity or verification status.
• It must immediately revoke access and notify WM when staff leave, permissions change, account compromise is suspected or an unauthorised action occurs.
• WM may rely on instructions from an authorised account until notified that authority has been revoked or the account is abnormal. After becoming aware of an obvious anomaly, WM may suspend an instruction and require reverification.

6. Ownership and Authority to Sell

By submitting or publishing a Listing, the Seller represents and warrants that:

• it lawfully owns the Product and stated accessories or has sufficient, valid and provable authority from the lawful owner to sell them;
• the Product is not stolen property, proceeds of crime or unlawfully obtained and is not subject to an undisclosed charge, lien, consignment restriction, ownership dispute or other third-party right;
• it may submit the Product for authentication and handover and transfer good title to the Buyer upon completion;
• if the Product is consigned, sold on another’s behalf or supplied by a third party, all necessary authority has been obtained and evidence of ownership, provenance and authority will be provided when requested; and
• it will retain records reasonably evidencing provenance, ownership and authority to sell and provide them where reasonably required for a WM investigation.

If WM reasonably suspects theft, counterfeiting, unlawful provenance, an ownership dispute or another illegality, it may suspend the Listing or transaction, restrict delivery, require evidence and retain or disclose information where permitted by law or required by a lawful authority.

7. Product Information and Disclosure

• A Listing must remain true, accurate, complete and not misleading while published, including:
• brand, collection, model and reference;
• In-Stock or Pre-Order status;
• new, pre-owned or other actual condition;
• production year, warranty year and warranty status;
• case, dial, movement, material, dimensions and principal specifications;
• actual condition, wear, scratches, dents, polishing and refurbishment;
• repair, modification, water ingress, impact, magnetisation and known functional issues;
• non-manufacturer, aftermarket, replacement, modified or model-inconsistent parts;
• box, warranty card, certificate, links and other included accessories;
• location, available handover locations, estimated availability date and applicable restrictions;
• price, currency, tax and known additional charges payable by the Buyer; and
• any material information likely to affect a reasonable Buyer’s decision to make an Offer or purchase.
• If uncertain, the Seller must qualify or explain the information and must not present an assumption as verified fact.
• WM-provided brand, collection, model, specification, autofill or database content is assistive only. The Seller must verify it before publication and remains responsible for the final Listing.
• WM review, publication, a platform label or a formatting check does not mean WM has verified all information or authenticity or assumed the Seller’s description obligations.
• Only complete watches may be listed. A strap, bracelet, box, part, warranty card, certificate or other accessory may be included only with a watch and must not be listed or sold separately. A Seller must not use an accessory or part listing to circumvent this restriction.
• A complete watch containing replacement, aftermarket, non-manufacturer or modified parts is not automatically prohibited, but each part and modification must be clearly disclosed and no non-manufacturer part may be described as original. A part bearing a counterfeit trade mark, forged brand mark or intended to pass as manufacturer-made must not be listed.
• A Seller may mask part of the serial number in public images for privacy and security, but must provide the complete, unmasked serial number and evidence when requested by WM or the authentication organisation. A watch with a deliberately removed, altered, re-engraved or inconsistent serial number must not be listed. A manufacturer replacement case, ordinary wear or another reasonably explainable circumstance must be disclosed and evidenced on request.
• A “Frankenwatch” assembled from the case, movement, dial or other major components of different watches or models in a configuration never officially produced by the brand must not be listed, even if individual components may be genuine. Ordinary repair, manufacturer service parts or sufficiently disclosed non-core aftermarket accessories do not automatically make a watch a Frankenwatch.

8. Product Images, Videos and Attachments

• The Seller should use clear images accurately representing the actual Product and provide front, side, rear and material-detail photographs as required.
• Images and videos must not:
• conceal, remove or minimise scratches, wear, damage, modifications or other material condition;
• depict another watch as the actual Product;
• use an unauthorised image belonging to a third party, brand, Merchant or Buyer;
• add a misleading mark, certificate, authentication outcome or platform endorsement; or
• use generative AI or another technology to create a non-physical image reasonably likely to be mistaken for a photograph of the actual Product.
• A manufacturer or illustrative image must be clearly labelled and accompanied by actual Product images as required by WM.
• An uploaded warranty card, certificate, receipt or attachment must not be forged, altered without authority or have material information misleadingly obscured.

9. In-Stock Products, Pre-Orders and Inventory

• An In-Stock Product must actually be available when listed and when an Offer is accepted. A Seller must not mark as In-Stock a Product it has not obtained, has sold or promised to another person, or cannot reasonably deliver.
• Only a verified Merchant may list a Pre-Order Product. A Private Seller may not do so and must not mark as In-Stock a Product not actually held or controlled.
• A Pre-Order Product must be clearly labelled and state a then-reasonable estimated arrival or delivery time, conditions potentially affecting performance and important restrictions known before payment.
• A Merchant must not list a Pre-Order Product without genuine supply, a reasonable procurement basis or ability to perform.
• If a Product is sold, locked, withdrawn, repriced, relocated, has a changed estimated delivery time or is no longer available, the Seller must immediately update or remove it and cease accepting Offers.
• Each Listing may correspond to only one watch. Multiple watches of the same model must be separately listed according to their actual condition, year, accessories and other information.
• A Listing is generally valid for 60 days after publication and may then be automatically removed. Before republishing or refreshing it, the Seller must reconfirm inventory, price and information.
• Removal does not release the Seller from an accepted Offer, existing Order or dispute arising before removal.

10. B2B and B2C Prices

• A Merchant may separately set B2B and B2C Prices using functions then available. A Private Seller may use only price types permitted for its account.
• Prices must use the correct currency and clearly reflect the Product price. Any tax, shipping, insurance, payment cost or other fee payable by the Buyer must be clearly disclosed to the extent permitted by law and the interface.
• A B2B Price is displayed only according to WM identity and access settings. Without authority from the price owner or WM, a User must not extract, bulk-download, publish, resell or disclose it to an unauthorised person.
• WM will take reasonable access-control measures but does not guarantee that an authorised User cannot capture, record or otherwise leak pricing data.
• A Seller must not use multiple accounts, sham Offers, connected transactions or other means to manipulate prices, transaction records, rankings or market data.
• If “Price on Request” or another non-fixed method is selected, the Seller must still supply sufficient information and must not use it to conceal mandatory fees or generate misleading leads.

11. Bulk and Automated Listing

• WM may provide “Smart Bulk Listing”, using AI text extraction to convert watch quotation text into structured Product data. AI output may omit, misread or incorrectly generate content and is not guaranteed accurate.
• Automated tools may misread a brand, model, price, currency, year, condition, accessory or other information. The Seller must review every generated item before publication.
• WM extraction, conversion, translation or suggestions do not release the Seller from responsibility for final Listing content, price and inventory accuracy.
• The Seller must have the right to submit quotation text and other content for use and processing and must not include unnecessary third-party personal data or restricted information.
• WM may restrict, delay or refuse bulk publication because of format, volume, data quality, system security or misuse risk.

12. Listing Review, Ranking and Display

• WM may manually or automatically review a Listing before or after publication for format, content, duplication, pricing anomaly, images, brand, risk and compliance.
• WM may require amendment or additional information, or reject, suspend, limit, demote, remove or consolidate a Listing where:
• information is incomplete, inconsistent, outdated or misleading;
• the Product may be counterfeit, stolen, infringing, prohibited or high-risk;
• the price or currency is manifestly wrong or inconsistent with the Listing;
• the Listing is duplicative, spam, a test or lacks genuine intent to sell;
• images or text infringe third-party rights;
• the Seller fails verification or a reasonable WM enquiry; or
• reasonably necessary to protect Users or platform security or comply with law.
• WM does not guarantee publication, continued display, any ranking, exposure, enquiry, Offer or transaction.
• Search ranking, recommendation and display may be affected by relevance, information completeness, inventory, price, location, activity, User preferences, promotion and risk.

13. Offers, Counteroffers and Product Locking

• A Seller should accept an Offer or make a Counteroffer only with genuine intent and a reasonable ability to perform.
• After the Seller accepts the Buyer’s Offer, or the Buyer accepts the Seller’s Counteroffer, the Product enters locked, Checkout and transaction-processing status. The Seller must reserve it and must not sell, transfer or promise it to another person.
• Buyer Checkout, Order deadlines and overdue handling are governed by the Transaction Service Terms and Order page. The Seller must cooperate with WM notices and subsequent arrangements.
• Before locking, other Users may submit Offers. A display that an Offer is submitted, processing or awaiting response does not reserve the Product.
• A manifest error in the price, currency or other material pricing information is governed by the Transaction Service Terms. WM will not compel sale at a manifestly erroneous price.
• A Seller must not:
• accept an Offer known to be incapable of performance;
• without reasonable cause increase the price, remove accessories or change material terms after acceptance;
• require the Buyer to cancel and repeat through another account or outside the platform to avoid the WM process or fees; or
• use false accounts, connected persons or sham transactions to fabricate records.
• Direct payment of the Watch Balance to the Seller, handover at the Seller’s shop or another arrangement expressly permitted by WM is not by itself circumvention after contact through WM. The formal Order process and rules must still be followed.

14. Merchant Charges, Commitment Fee and Seller Receipts

• Under the current plan, there is no monthly Merchant fee, Listings are free and there is no fixed numerical listing limit. A future charge must be clearly notified before taking effect and will not apply retrospectively to a confirmed transaction.
• WM currently charges no separate transaction commission to the Merchant. Commitment Fees, Authentication Fees, the Watch Balance, refunds and Merchant settlement are governed by the Transaction Service Terms and Order page. The Seller should rely on the actual receipt breakdown shown there.
• Only a verified Merchant may list a Pre-Order Product and set its Commitment Fee. A Private Seller may not. Percentages, settlement and cancellation treatment for In-Stock and Pre-Order Commitment Fees are governed by the Transaction Service Terms.
• After normal completion of a Pre-Order transaction, WM will settle the applicable Pre-Order Commitment Fee Balance to the Merchant within three Business Days under the Transaction Service Terms. It will not be released before completion.
• The Watch Balance is generally paid directly to the Seller and not collected by WM. The Seller must independently confirm final and irrevocable receipt and remains responsible for payment, tax, anti-money-laundering and other compliance obligations.
• Pre-Order cancellation, responsibility review and allocation are governed by the Transaction Service Terms. WM conducts an internal transaction and payment review, not formal arbitration.

15. Cooperation with Authentication and Case Opening

• Authentication, case-opening options, Seller authorisation, delivery booking, inspection cooperation, outcomes and report use are governed by the Authentication and Handover Service Schedule.
• The Seller must truthfully disclose repair, modification, replacement parts, water ingress, impact, functional issues, serial-number anomalies and other matters potentially affecting authentication, and cooperate with confirmed reasonable inspection.
• The Seller must book delivery for authentication and submit the corresponding watch and accessories after platform notice. An overdue event, refusal of a confirmed arrangement, submission of another watch or material discrepancy is handled under the Transaction Service Terms and Authentication and Handover Service Schedule.

16. Handover, Watch Balance and Delivery

• WM Platform transactions should generally be completed at a WM-designated WM Handover Centre, providing identity checks, onsite records, CCTV recording and immediate support.
• Buyer and Seller must each book handover within 24 hours after platform notice. If either misses the deadline, the Order enters “Order Overdue” status and WM or Handover Centre personnel may contact the person and restore, reschedule or cancel the process. The Order does not automatically cancel merely because it is overdue.
• Failure to attend or complete a booked handover also places the Order in “Order Overdue” status. WM or Handover Centre personnel may determine whether to reschedule or cancel. On cancellation, funds and compensation are handled according to WM’s responsibility assessment.
• The Seller must attend or arrange an authorised person at the confirmed time and location with the watch and accessories corresponding to the Listing and authentication record.
• Where necessary because of payment method, a Buyer’s shop visit or another practical reason, the parties may arrange handover at the Seller’s shop or another location through a process permitted by WM. WM Handover Centre support, identity checks, records and CCTV protection do not apply, and WM makes no guarantee about that location’s environment, security or the parties’ onsite conduct.
• Before delivery, the Seller must independently confirm receipt of the Watch Balance under the Order. WM may display payment arrangements or record confirmations, but does not replace the Seller’s bank confirmation and does not assume liability it does not otherwise have by law for the payment instrument, reversal, chargeback, transfer limit or bank delay.
• Without the Buyer’s agreement and a platform record, the Seller must not deliver another watch, different accessories, an inferior condition or different transaction terms.
• A third party delivering or collecting must be pre-authorised with valid identity information as required by WM. WM may refuse handover to a person who cannot be verified.
• After handover, the Seller must confirm completion through the platform process and retain payment, delivery and tax records.

17. Cancellation, Refund and Seller Default

• After accepting an Offer, the Seller must perform the confirmed arrangement. Seller cancellation or default may include:
• the Product was sold, is unavailable or the Seller cannot lawfully deliver it;
• the Seller entered an incorrect price, currency or Product detail not caused by an unauthorised WM system alteration;
• without reasonable cause, the Seller refuses confirmed authentication, case opening or handover arrangements;
• the Seller fails to deliver for authentication or handover, or fails to attend;
• Authentication Not Passed;
• a material discrepancy in the watch, accessories, condition or important information;
• requiring an undisclosed fee or unagreed new condition; or
• becoming uncontactable or expressly refusing further performance.
• WM may then:
• cancel or suspend the transaction;
• refund the Buyer as required by the Transaction Service Terms;
• require the Seller to bear reasonably incurred and previously disclosed or legally recoverable authentication, return, logistics, payment and handling costs caused by the default;
• restrict listing, Offer-acceptance or transaction functions;
• remove the affected or other high-risk Listings; and
• suspend or terminate the account for repeated or serious breach.
• In determining responsibility, WM may consider Listings, Offers and Counteroffers, Orders, platform communications, payment records, authentication reports, handover records and evidence from the parties.
• A Seller delayed by an event beyond reasonable control must promptly notify WM, provide reasonable evidence and mitigate the impact. Any relief is determined under the Transaction Service Terms and circumstances.
• This section does not restrict any right or remedy available to a Buyer, WM or another person by law.

18. Prohibited Conduct

A Seller must not, directly or indirectly:

• list or sell a counterfeit, stolen, infringing, unlawful, dangerous or prohibited Product;
• provide false, incomplete, outdated or misleading identity, business, Product, price, inventory, payment or handover information;
• conceal a defect, modification, replacement part, missing accessory, Pre-Order nature or additional fee material to the transaction decision;
• manipulate Offers, Transaction Prices, reviews, search results, market data or platform campaigns;
• create a duplicate, false, test, out-of-stock or non-genuine Listing;
• harass, threaten, discriminate against, defraud or mislead a User, WM employee, authenticator or Handover Centre personnel;
• require a User to leave the formal process to avoid fees, identity verification, risk controls, authentication or transaction records;
• extract, sell, publish or misuse B2B Prices, User data, Product data, authentication reports or other restricted content;
• interfere with, circumvent, test or compromise platform security, permissions, product locking, payment, notification or review mechanisms;
• use automated tools to create spam at scale, send unsolicited messages or unreasonably burden the platform or Users;
• impersonate WM, AG, a watch brand or another person, or claim a non-existent certification, partnership, guarantee or endorsement; or
• assist or procure another person to do any of the above.

19. Legal, Licensing, Tax and Compliance Obligations

• The Seller must identify and comply with laws applicable to its business and transactions, including product descriptions, consumer protection, business registration, tax, import/export, customs, intellectual property, sanctions, anti-money laundering, counter-terrorist financing and record retention.
• A Merchant selling to a consumer must clearly, accurately and timely disclose product and service descriptions, price and calculation, fees, warranty, returns and other material information, and must not use false trade descriptions, misleading omissions, bait advertising, bait-and-switch or wrongful acceptance of payment.
• If a watch transaction involving precious metal or gemstones is subject to Hong Kong’s regulatory regime for dealers in precious metals and stones under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, the Seller must obtain required registration, conduct customer due diligence, retain records and file cash-transaction reports. WM’s platform or handover location does not discharge the Seller’s obligations.
• The Seller is responsible for income, profit, value-added, sales, customs, import/export and other tax and filings. WM may collect, retain or submit transaction and Seller information where required by law.
• A Seller must not conduct a sanctioned or prohibited transaction or require WM, the Buyer or another person to conceal provenance, value, counterparty or payment route.
• To meet legal, bank, payment-provider, insurance, sanctions or risk requirements, WM may request additional information, suspend a transaction, restrict payment methods, refuse handover or disclose information to a lawful authority.

20. Product Content and Intellectual Property

• The Seller retains rights it lawfully holds in Product text, images, videos and other content.
• By submitting content, the Seller confirms sufficient rights and grants WM a non-exclusive, worldwide, royalty-free licence, capable of being exercised by WM’s service providers, to use it to the extent reasonably required to provide, operate, display, search, translate, reformat, promote and improve the WM Platform.
• The licence applies while the Listing is active. After removal, WM may retain and use the content as reasonably required for existing Orders, disputes, authentication, compliance, backups and legal records.
• The licence does not transfer ownership of the Product to WM or authorise misleading use of one Seller’s content for another Seller’s Product.
• On receiving a credible intellectual-property, privacy or other rights complaint, WM may suspend or remove content and require a response and evidence of authority.

21. Monitoring, Restrictions, Suspension and Termination

• In accordance with the Privacy Policy and applicable law, WM may retain and review account activity, Product changes, Offers, Orders, platform communications, payment information, authentication and handover records for operations, security, compliance, customer support and disputes.
• If WM reasonably believes that a Seller breached these Terms, engaged in fraud or unlawful activity, created risk, failed a specified information update, or where required by law or an authority, WM may:
• warn or require remediation by a deadline;
• request specified information be supplemented, updated or reverified;
• suspend publication, reduce exposure or remove a Product;
• restrict B2B Prices, Offers, transactions, messages or other functions;
• suspend, freeze or terminate the Seller account;
• cancel or suspend a high-risk transaction;
• retain records and disclose them to lawful authorities, rights holders, payment providers or insurers; or
• take another protective measure permitted by law.
• WM may consider the nature and severity, intention or repetition, impact, remediation and cooperation, and other risks. WM does not promise a fixed sanction for each breach; measures should be proportionate to the case and risk.
• If reasonably remediable and not an immediate material risk, WM will generally provide an opportunity to explain or remedy. WM may act immediately for suspected counterfeiting, theft, fraud, sanctions, account compromise, evidence preservation or personal or property safety.
• When restricting, suspending, freezing or terminating an account, WM will generally notify the Seller through the platform, email or another reasonable method of the breach reason, measure and effective time. Details may be restricted or delayed where disclosure could breach law or an authority’s requirement, or compromise security, evidence preservation, fraud or another investigation.
• The Seller may request review through a designated WM channel with explanations and evidence. WM may set a reasonable submission deadline and will reasonably review the existing record, breach, new information and risks, then notify the Seller of the result. The original measure continues pending review unless WM decides otherwise. Rejection of a merchant-verification application is not an account measure under this subsection; the applicant may resubmit under section 4.
• A Seller may stop selling or apply to terminate Seller status through the platform process, but must complete or properly handle accepted Offers, Orders, refunds, disputes, fees and other existing obligations.
• Provisions that by nature should survive continue after termination, including existing transactions, payments, indemnity, intellectual property, data and records, liability, governing law and disputes.

22. Seller Responsibility and WM’s Role

• Unless WM expressly sells as Seller in an individual Order, the sale contract is generally between Buyer and Seller. The Seller, not WM, is responsible for title, description, legality, inventory, price, delivery and legally required after-sales obligations.
• WM provides listing, search, communication, Offer, fee, authentication-coordination, handover and other platform services, but does not thereby become the Product owner or an agent, partner or trustee of Buyer or Seller, except where specific terms or law provide otherwise.
• Merchant verification, Listing review, authentication arrangements, handover support and platform labels do not release the Seller from legal or contractual responsibility.
• WM does not guarantee that a Product will sell, a Buyer will complete Checkout or pay the Watch Balance, or a Seller will obtain particular exposure, price, revenue or market-data results.
• WM remains responsible for services it actually provides and liability that cannot lawfully be excluded. Nothing excludes WM’s liability for fraud, wilful misconduct, failure to exercise legally required reasonable care or other non-excludable liability.

23. Indemnity and Loss Handling

• To the extent permitted by law, the Seller must reasonably indemnify WM, its affiliates, service providers and personnel against third-party claims, reasonable investigation costs, fines, judgments, refunds or losses directly caused by:
• breach of these Terms or an individual Order;
• a counterfeit, stolen, infringing or unlawful Product, or lack of authority to sell;
• untrue Product information, images, price, inventory, ownership or authority;
• failure to comply with tax, licence, registration, consumer-protection, import/export or anti-money-laundering duties;
• infringement of intellectual property, privacy, reputation or other third-party rights; or
• fraud, wilful misconduct or negligence by the Seller, its staff, agents or authorised accounts.
• WM will notify the Seller of a claim where reasonably practicable and allow the Seller to provide information and participate reasonably in the defence or settlement. Without WM’s written consent, the Seller must not settle by admitting WM liability or imposing a non-monetary obligation on WM.
• Indemnity is limited to reasonably evidenced amounts with a reasonable causal connection to Seller conduct, taking into account WM’s own conduct, mitigation, third-party compensation and no double recovery.
• General platform liability is governed by the Platform Terms of Use; authentication, custody and handover liability by the Authentication and Handover Service Schedule. These Terms neither expand nor reduce those liabilities.

24. Data, Records and Confidentiality

• The Seller must retain provenance, Listing, Offer, Order, payment, handover, authority, tax and compliance records as required by law and reasonable business needs.
• WM may process Merchant, staff, Private Seller, Product, transaction, authentication and handover data under the Privacy Policy and applicable law.
• WM may retain account, Listing, Offer, Order, payment, platform communication, authentication, handover, complaint, review and investigation records for as long as reasonably required to provide services, handle disputes, prevent fraud, protect lawful rights and comply with law. Thereafter, WM will delete, anonymise or otherwise appropriately dispose of them under the Privacy Policy and law.
• Non-public information obtained through WM, including B2B Prices, Buyer contact details, transaction-risk information, internal operating arrangements and expressly confidential information, may be used only for the relevant transaction and lawful business purposes. It must not be sold, published, used for unsolicited marketing or disclosed without a need to know.
• Confidential information excludes information public without breach, provably lawfully known before receipt, lawfully obtained from a third party without confidentiality duty, or independently developed by the Seller.
• A Seller may disclose information to the extent required by law, court or authority and should, where law permits, notify WM in advance.

25. Amendments, Notices and Severability

• WM may amend these Terms for service, operational, risk or legal reasons and publish updates through the WM Platform, account notice, email or another reasonable method.
• WM will, where reasonably practicable, give advance notice of an amendment materially affecting Seller rights or obligations. It will generally apply only after taking effect and not retrospectively alter substantive arrangements of a confirmed Order, except where required by law or urgently required to protect Users.
• Continuing to list or use selling functions after the effective date constitutes acceptance. WM will request express reconfirmation where required by law or the nature of the amendment.
• A notice sent to the Seller account, registered email, telephone or platform inbox is reasonably delivered. The Seller must keep contact details current and review notices regularly.
• If any part is invalid, unenforceable or subject to a limiting interpretation, the remainder continues in effect.
• WM’s delay in exercising a right is not a waiver; a waiver on one occasion is not a waiver of another breach.
• Without WM’s prior written consent, a Seller may not transfer its account, status or material rights or obligations. WM may transfer these Terms as part of a restructuring, merger, business or service transfer without reducing non-excludable Seller rights.

26. Governing Law and Dispute Resolution

• These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
• A Seller–WM dispute should first be submitted through WM customer support or a designated channel for attempted negotiation within a reasonable period.
• If unresolved, either party may submit it to a court of competent jurisdiction in Hong Kong.
• This does not restrict a complaint to or request for assistance from a law-enforcement agency, regulator or other lawfully established dispute-resolution body.
• Except for a right expressly granted to AG International Luxury Brands Authentication Limited or another designated service provider, no non-party may enforce these Terms under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong). Rights granted to AG are those expressly stated in the Authentication and Handover Service Schedule.