PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

These terms and conditions (the Terms) tell you the rules for using the Sell With Passii service (Service) to send Passii your unwanted clothes (Clothes) for Passii to sell on an agency basis on the Passii store (Store) and other third party marketplaces, and/or donate to a Passii charity partner (Charity Partner) on your behalf. 

The Store allows shoppers the opportunity to buy the Clothes which pass our quality control checks. The proceeds of the sales of these Clothes are split among you, us and your suggested charity (Suggested Charity).

Summary of key terms

• Passii reserves the right to choose which of your Clothes to accept and upload for sale.
• Clothes that are not accepted and unsold during the consignment period of 45 days will be sent back to you in the case you choose the Service with Assurance. 
• Clothes that are not accepted and unsold during the consignment period of 45 days will become Passii assets in the case you choose the Service with No Assurance. 
• We reserve the right to resell our assets to any Third Party seller or donate to our Charity Partner.
• We promptly donate an amount of 100.000 VND to an organization of your preference among our Charity Partners in the case you choose the Service with Donation option.
• We do not guarantee the accuracy of your listing and recommend that you review each listing carefully before approving for sale on the Store.
• We are able to adjust the listing price and may discount your item to help it sell.
• We charge a commission on the sale of each item and we reserve the right to change these fees in the future. Any change in fees will apply to all future sales regardless of when the item was processed. 

If you do not accept these Terms, do not use the Service. We recommend you print a copy of these Terms for future reference.

1. Who we are and how to contact us

• We are CDR Joint Stock Company (Passii, CDR JSC, we, us). We are a company registered in Vietnam under company number 0316949027 with our registered office at 212/2B Nguyen Trai street, Nguyen Cu Trinh ward, district 1, Ho Chi Minh city. 
• To contact us please email [email protected]

2. By sending Clothes to us you accept these terms

• By using the Service to send us your Clothes you confirm that you accept these Terms and are authorising Passii to act as your agent to sell your Clothes on the Store and/or to donate your Clothes to our Charity Partner. 
• We shall use our sole discretion to determine which items of Clothes sent to us are fit for sale via the Store or otherwise are unfit for sale and are to be donated to our Charity Partner.
• Please read these Terms carefully before sending us Clothes. They tell you who we are, how we will provide services to you, our liability to you and other important information.
• The Store and Service are for your non-commercial, personal use only and must not be used for business purposes. 

3. We may make changes to these Terms

We may update and change these Terms from time to time to reflect changes in our business procedures regarding the processing of packages and the sale and donation of your Clothes.


***

4. How to send us items

4.1 Request Sell With Passii Service

• You can request the Sell With Passii Service through our website here.
• Once your Sell With Passii has been requested we will send you an email to confirm. This will include an order number. It will help us if you can tell us the order number whenever you contact us about your Clothes.  

4.2 Choosing which items to send 

• You can find instructions for items to send to Passii here: https://demo.ingred.tech/consignment101
• Please read these instructions carefully as we will not be able to return Clothes to you once they have been sent to us in the case you choose the Service with No Assurance. 
• You can still send the items under the Unaccepted category as a Donation package. 

Accepted items:

• For women: (i) clothing: dresses, skirts, tops, bottoms, jumpsuits, jumpers & jackets, suits; (ii) shoes: boots, flats, heels, platforms, sandals, trainers, wedges; and (iii) accessories: scarves, hats, gloves, sunglasses, belts, purses, bags.

Unaccepted items: 

• baby clothes; children’s clothes; men’s clothes;
•  suits; tailored shirts;
• wedding dresses; bridesmaids dresses;
• swimwear; underwear; lingerie
• jewellery; watches; 
• technology; mobile phones; tablets;
• homeware; bric-a-brac;
• counterfeit items. 
• More information is available in our dedicated help section: “Selecting which clothes to donate”: HERE
  

4.3 Confirming the condition, cleanliness and authenticity of your Clothes

• We will assess each item according to clause 5 (Quality Control). If your clothes fail to meet these criteria, they will not be accepted and will be donated to our Charity Partner or 
• We take authenticity very seriously. If an item is identified as a high risk brand, we will request for you to confirm the authenticity of the item, and allow you to add details of proof of purchase. 
• If we are not satisfied that the item is authentic, we reserve the right to refuse to list the item for sale and instead send it back to you or donate it to our Charity Partner, notifying them of the authenticity concerns. 
• If your Clothes do not meet our guidelines, we reserve the right to cancel your Passii account (Store Account), in which case you will not be able to send us any more Clothes.

4.4. Sending your Clothes

• We will book delivery to collect your package 48 hours upon receiving your request. 
• Passii sẽ chịu trách nhiệm về chi phí giao hàng. Passii sử dụng dịch vụ giao hàng từ GiaoHangNhanh. Mọi chi phí liên quan đến việc giao hàng đều được quyết định, cung cấp và lợi ích được hưởng từ phía GiaoHangNhanh, không phải Passii.
• Please ensure that your package(s) is sealed securely. We have no liability to you for any Clothes which are lost or damaged during shipping to us.
• Please attach your Order Number and/or your phone number on your package(s). Passii reserves the right to not process or acquire any identifying package as assets. We suggest you take a photo of your package(s) to use as proof or reference.
   

4.5. Package(s) lost during shipping

• Please ensure your package(s) is sealed securely and addressed correctly. We are not liable for any Clothes which are lost or damaged during shipping. We may choose to issue compensation, but this is entirely at our discretion.
• In order to be eligible for compensation, you will need to provide proof of postage. We will not be able to process any compensation for package(s) where you cannot provide valid proof of postage.
• If we choose to issue compensation, the amount will be decided by Passii according to data on sold prices of similar items. Our decision is final and cannot be negotiated.
• We will issue this compensation as Shopping Credit into your Passii Account. Please note, we are unable to issue cash, gift cards, or vouchers.
• The maximum compensation we will issue for lost bags is 500.000VND.
  ***

5. How we process your Clothes

5.1. Accepting your Clothes

• When we receive a package we will give it an initial inspection and check it into our online system. We will accept your Clothes when we email you to acknowledge receipt and acceptance of it, at which point a contract will come into existence between you and Passii. 
• Risk in the Clothes passes to Passii when the Clothes are unloaded at the premises of Passii.
• If, for any reason, we do not check in your package but you are able to provide proof of delivery, this will also constitute acceptance of your Clothes.

5.2. Quality Control 

• We shall then arrange for the Clothes that have passed quality control (Accepted Clothes) to be photographed, priced and uploaded for sale on the Store. 
• We shall then arrange for the Clothes that have passed quality control (Accepted Clothes) to be photographed, priced and uploaded for sale on the Store. 
• Any Clothes that are not accepted for sale are acquired as Passii assets or sent back to you when the consignment window is over depending on your Sell With Passii option. 
• For package(s) sent using No Assurance Service, we reserve the right, at our sole discretion, to donate any Clothes to our Charity Partner, or to sell to a Third Party reseller for any reason, including if the Clothes do not pass our quality control process.

5.3. Photography

• Our staff photograph each item of Accepted Clothes according to the method and presentation style determined by us. 

5.4. Data input

• We add the relevant data to the listing for each item of Approved Clothes: including brand, item type, size, colour, pattern, material, and condition. 
• We train our staff to input this data as accurately as possible. However, we do not guarantee this data to be correct, and do not accept any liability for errors or omissions.
• We will provide a mechanism for you to check and edit this data before your item is made available for sale online.

5.5. Pricing

• We will suggest a price for your Accepted Clothes by using data on the achieved selling price of similar items on the Store and other third party marketplaces. In calculating an appropriate price, we also take into account the condition of the item. 
• We will provide a mechanism for you to edit the suggested price before your item is made available for sale online. 
• We reserve the right, at our sole discretion, to determine the initial listing price of an item of Accepted Clothes and to discount the price of an item of Accepted Clothes, either on an individual basis or as part of a Store promotion.

*** 

6. How we prepare your Accepted Clothes for sale online

6.1. Creating your draft Quotation

• We will use the photography, data, and suggested price to create a draft quotation (Draft Quotation) for each item of Approved Clothes.
• We do not guarantee the accuracy of this data and we suggest that you review each Draft Quotation before your items are made available for sale online. 

6.2. Approving your Draft Quotation

• Once we have created your Draft Quotation(s) we will send you an email with a link and an attached PDF document to review them. You should review each quotation carefully in order to check for accuracy and make any edits you wish.
• Please note, we reserve the right to determine the final details of any quotation before the item is made available for sale online.
• You should approve your Draft Quotation(s) within 2 days of receiving this email. If we are still waiting for you to approve your Quotation(s), we will send you a reminder email after 24 hours.
• If you have not approved your listings after 2 days, they will be automatically approved without being reviewed and your items will be made available for sale online.  
• We do not accept liability for any loss as a result of errors or omissions on the listings. Specifically, we do not accept liability for any claim that arises as a result of an item selling at less than its fair value due to a low suggested price.

***

7. How we sell your Accepted Clothes

7.1. Making your clothes available for sale

• Once your Draft Quotation(s) have been approved, either manually by you or automatically by us, we will make them available for sale online. 
• We will choose whether to list your items on the Store (comprising the website, IOS app and Android app) and/or other third party marketplaces (Sales Channels). 
• Please note, not all items will necessarily be listed for sale on all Sales Channels.

7.2. Selling on other Sales Channels

• We may also list your items on other third party marketplaces to increase the chances of selling.
• When listing on other platforms, we may adjust the listing price in order to take into account additional fees and/or standard practices on that platform, such as offering free postage. 
• Depending on the standard practices on each marketplace, and the mechanisms available to merchants, we may offer discounts or allow offers in order to help your items sell. 
• We reserve the right to decide whether to accept offers, and therefore sell your item at a discount, based on our calculations of an appropriate selling price.
• Passii is responsible for any fees relating to selling on other Sales Channels. 

7.3. Selling fees

We calculate the earning for items as follows:

Initial Item sale price ​ ​ ​ ​ % Payout

Less than 160,000VND             ​ ​ ​25%
From 160,000VND - 300,000VND                   ​30%
From 301,000VND -  549,000VND         ​ ​35%
From 550,000VND - 1,089,000VND ​ ​40%
From 1,090,000VND - 1,759,000VND ​ ​45%
From 1,760,000 - 2,999,000VND ​ ​​50%
From 3,000,000VND - 4,099,000VND ​ ​55%
From 4,100,000VND - 6,929,000VND ​ ​ 65%
Above 6,930,000VND ​ ​ ​ ​70%

• You will never be charged (or receive credit) for items that do not sell.
• We will declare the amount you will receive on each item when sold in the Draft Quotation(s).
• We reserve the right to adjust the sales price of the Clothes listing on our platform in order for the Clothes to be sold with the highest value within the shortest period of time.
• Your earning amount will not be affected when there is any change in the sales price when the items are listed on our platform.
• We reserve the right to change these fees in the future. Any change in fees will apply to all future sales, regardless of when that item was processed.

***

8. How you earn cash or shopping credits (Passii Xu)

8.1 Getting Sales Report (Report) on your earning

We will send you a Sales Report (Reports) in 5 working days after 45-day of your consignment has passed to present the amount you make in earnings (Earning Amount).

8.1 Earning cash

In the case you choose to earn cash for your Sell With Passii Service, you will need to confirm the Report by replying to the email and provide your bank information.  

Passii will issue the payment in 14 working days from the day we close your consignment and receive your bank information, providing the item(s) has not been returned to Passii within this 14-day window. If an item has been returned to Passii, it will be deducted from your earnings. Passii will inform you in advance if there are items returned within this 14-day window that affects your earning amount.

8.1. Earning credits 

• In the case you choose to earn shopping credit (Passii Xu) for your Sell With Passii Service, Passii will automatically convert your earnings with an extra 30% value of your earning amount into Passii Xu immediately after your consignment is closed.  
• Returned items will not affect your earning if you choose to be paid with Passii Xu.

8.2. Spending credits 

• The Passii Xu can be used to purchase items from the Store or exchanged for vouchers with participating Passii partners. 
• Please note that Store Credit cannot be withdrawn as cash.

8.3. Credit expiry

• Passii Xu will expire from your Store Account after 6 months of no activity (no spending of credit and no earning of credit) on your Passii Account. 
• We will send you a reminder email 30 days before and 1 day before your Passii Xu is due to expire. 
• If Passii Xu expires then it is treated as additional commission to Passii.
• If you have a query about Passii Xu that has expired please contact us here.

8.4. Applicable taxes
You are not responsible for any VAT (or equivalent sales tax) payments that are payable on your proportion of the Sale Proceeds.

***

9. How we make donations on your behalf

• If you choose to use Sell With Passii Service with Donation Option, we will donate 100.000VND for the organization of your choice among our Charity Partner. You will not receive a payout for items in your Donation Kit.
• Passii will make the Donation to our Charity Partners on the 15 of every month. Passii is responsible to provide proof of donation to you via email once the donation is made and the Charity Partners issue receipt of donation.

***

10. Returns

• If an ordered item is returned to us by the purchaser in accordance with our returns policy (Returned Clothes), we will process the return, refund the buyer and deduct the amount of the item from your Earning Amount.
• Depending on the reason for the return and condition of the item as well as the availability of Assurance of your Sell With Passii, we will then either as your agent relist the Returned Clothes for sale, or donate the Returned Clothes to our Charity Partner. 

***

11. If there is a problem 

If you have any questions or complaints about the Service or the Terms please contact us here

***

12. Your warranty

You warrant and represent that: (i) you have full title in the Clothes being sold and/or donated under the Contract or that you have been properly authorised to sell and/or donate the Clothes by the true owner; (ii) you are able to transfer full ownership to the Clothes free from any third party claims or liabilities; (iii) there are no claims relating to ownership or title of the Clothes; (iv) to your best knowledge the Clothes are authentic and genuine; (v) that you do not sell clothes as part of a business registered for VAT (or any equivalent sales tax) and to the best of your knowledge you do not sell clothes as part of a business that needs to be registered for VAT (or any equivalent sales tax); and (vi) you will immediately notify Passii if you become required to charge VAT (or any equivalent sales tax) on any sales of the Accepted Clothes.

***

13. Limitation of liability

• We are responsible for loss or damage you suffer that is a foreseeable result of our breaking our contract with you or our failing to use reasonable care and skill. Loss or damage is foreseeable when it is obvious that it will happen.
• Nothing in the terms shall limit our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) to the extent it cannot be excluded or limited under applicable law.
• We are not liable for business losses. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
• We are not liable for any losses, or any failure or delay in the performance of its obligations under the Agreement, due to any actions beyond our control including, but not limited to, fire, flood, theft, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, loss or malfunctions or utilities, communications or computer (software and hardware) services.

***

14. The Store

• The Store is provided to you at no extra charge. We do not guarantee that the Store will always be available or be uninterrupted. We may suspend or restrict availability of all or any part of the Store for business or operational reasons. Any support provided to you is for information purposes only. Passii reserves the right to make changes to the Store at any time; or not to reply to any queries; or not provide support in connection with the Store. 
• All material on the Store is the property of Passii and/or its licensors and is protected by copyright and other intellectual property rights. You are authorised to view and download the materials for your personal, non-commercial use only.
• Passii reserves the right to at any time prevent you from using the Store or from using the Service.
• Passii reserves the right to decline or cancel a registration or an account at any time. If we decline or cancel your registration or account then, without prejudice to the rights you have regarding any Accepted Clothes and/or any Store Credit, you will not be able to send us any more Clothes.
• You are also responsible for ensuring that all persons who access the Store through your internet connection are aware of these Terms and that they comply with them.

***
15. Data Protection  We will gather and process your personal data in accordance with its privacy policy as set out at https://passii.vn/privacy-policy

***
16. General Terms:

• Nobody else has any rights under the Terms. The Terms are between you and us. No other person shall have any rights to enforce any of its terms. 
• You need our consent to transfer your rights to someone else. You may only transfer your rights or obligations under the Terms to another person if we agree to this in writing.
• The Terms can only be varied by written agreement between us and you. No variation of the Terms is effective unless in writing and signed by the parties or their authorised representatives. 
• If a court finds part of the Terms illegal, the rest will continue in force. Each clause of the Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
• Which laws apply to the Terms, and where you may bring legal proceedings. The Terms are governed by Vietnamese law and you can bring legal proceedings in respect of the Terms in the Vietnamese courts.