Seller Policy

Marketplace Agreement

This present agreement is established in order to set up a contractual relationship by and between: Shopnobari.com (hereinafter referred to as “Shopnobari” ), a Proprietorship organization having office at Shakpala, Cantonment para, Shahjahapur, Bogura and operates an online marketplace at www.shopnobari.com

AND

The Seller (hereinafter referred to as “Seller”), a sole proprietor/company, registered under the laws of the People’s Republic of Bangladesh. Shopnobari.com and Seller are hereinafter referred to collectively as the “Parties” and individually as a “Party”) This document is an electronic record in terms of Information Technology and Communication Act 2006 and the amended provisions pertaining to Information Technology and Communication Act of 2006. This electronic record is generated by a computer system and does not require any physical or digital signatures.

GENERAL TERMS

1. SCOPE

1.1. Shopnobari.com is in the business of providing services to facilitate Ecommerce via its online marketplace at Shopnobari.com - a platform that enables Customers and Sellers to transact online. The Seller wishes to sell Products on the online marketplace platform provided by Shopnobari.com. Shopnobari.com offers multiple services to facilitate sales via its online platform. The Seller appoints Shopnobari.com as its commission agent under the terms & conditions set hereunder.

1.2. This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.

1.3. Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of both Parties.

1.4. Every transaction of the Seller on Shopnobari.com’ platform is bounded to the acceptance of the terms of this agreement as well as the details, annexes, appendices, platform policies mentioned in this agreement and/or available on Shopnobari.com. This agreement will be considered valid as soon as it is electronically accepted by the Seller

1.5. The service provided by Shopnobari.com is limited to referring customers to the Seller and accepting orders and payments on their behalf as well as supporting, but not limited to, a range of logistics and marketing services, to be requested and purchased by the Seller. This support is covered within the agreed level of commission and any additional service fees.

1.6. Shopnobari.com may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.

1.7. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.8. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Shopnobari.com’ services, platform policies will evolve and change over time (with notice to the Seller). The Seller’s use of the platform and access to the seller center is subject to this agreement and the latest platform policies available on Shopnobari.com.

1.9. In order to maintain its reputation for quality and high service standards, Shopnobari.com reserves the right to delist the Seller and to terminate the relationship with the Seller based on Shopnobari.com’ internal quality assessment of the Seller as governed by Shopnobari.com’ Customer Protection Policy.

2. INTERPRETATION & DEFINITIONS

2.1. In this agreement, the words and expressions below shall have the following meanings:

Bank Account The bank account specified by the Seller in which payments are to be made

Business Day A day (excluding Saturdays and Sundays) on which banks generally are open for business in Bangladesh

Commission Schedule The schedule setting out the commission which is payable to Shopnobari.com by the Seller for each type of Product sold on the Platform under shopnobari .com product categories.

Competitor Any person or entity, that directly or indirectly, engages in the sale of Products on the internet in Bangladesh. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor

Contract The contract entered into between the Seller and a Customer for the sale and purchase of the Products on the Platform

Customer Protection Policy Shopnobari.com policy via which Seller Performance is kept in check

Customer A person, who purchases Products on the Platform

Fee(s) Any fees charged by Shopnobari.com for any additional services such as pickup or returns

Final Delivery The transfer of ownership of the product from the Seller to the end customer

General Terms The terms set out in this agreement

3. ACCESS TO PLATFORM AND SELLER CENTER

3.1. After going through and successfully completing the Signup Process, Shopnobari.com shall provide the Seller with a unique username and password to access the Seller Center and complete the registration process.

3.2. The Seller is responsible for maintaining up to date information pertaining to their business on Seller Center such as, but not limited to, address and bank account number. Shopnobari.com is not responsible for any liability arising from incorrect information supplied by the Seller.

4. FEATURING PRODUCTS ON THE PLATFORM

4.1. Shopnobari.com shall feature the Seller’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Seller and not by Shopnobari.com.

4.2. Shopnobari.com may offer additional promotions/discounts over and above a Sellers Listed Price via multiple channels and the Seller agrees that this does not constitute a change in the ownership of the Product(s). Any Commission and/or Fees charged on such a transaction will however be upon the Sellers Listed Price

4.3. The manner in which the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of Shopnobari.com.

4.4. Any particular Product(s) featured on the Platform may be delisted by Shopnobari.com if sale of that Product would contravene any law or the Seller breaches any of its obligations under this agreement and in such case, the Seller shall be notified immediately.

4.5. Seller shall provide Shopnobari.com with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Seller will be responsible for listing their own products.

4.6. Shopnobari.com reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.

4.7. Where at the request of the Seller, Shopnobari.com produces digitized images and photographs of the Product(s) for display on the Platform, Shopnobari.com may charge a Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s) in addition to any other amounts it is entitled to deduct under this agreement.

4.8. Featuring any Product on the Platform shall constitute an offer of sale by the Seller to all persons using the Platform.

4.9. Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product and a binding contract shall come into force between the Customer and the Seller. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with Shopnobari.com.

4.10. Shopnobari.com will not be responsible for, resolve or mediate any disputes between the Seller and a Customer.

4.11. All Contracts entered into between the Seller and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.

5. SELLER PERFORMANCE

5.1. The Seller agrees to respect and follow Shopnobari.com’ Customer Protection Policy. The Customer Protection Policy can be found at Shopnobari.com. If any changes occur in the policy, the Seller will be informed via email.

5.2. Shopnobari.com measures Seller performance on an ongoing basis and will share a weekly performance report with the ops score of the respective Seller:

5.2.1. Shopnobari.com will rank the Seller based on performance. There are daily order limits associated with each rank.

5.2.2. Shopnobari.com may, at any time, delist, downgrade or upgrade the Seller depending on commercial and operational performance without any prior notice to the Seller.

5.2.3. Upon delisting, the Seller may need to go through the training module again in order to re-list on Shopnobari.com’ Platform. Shopnobari.com retains the right to blacklist Sellers who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.

5.2.4. Shopnobari.com may, at its discretion, exempt certain sellers from the daily order limitations and delisting criteria. These sellers may instead be charged financial penalties if performance does not meet the Standard Ops Score. These financial penalties may be deducted from the payout released to the Seller as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:

• Selling counterfeit and illegal Products

• Slow fulfillment of orders

• Cancellations and orders out of stock

• Lack of respect of packaging guidelines

• High rate of return on products

5.3. The Seller shall not make any communication to the customer in any manner i.e. by phone, email, advertisement, promotional offer, directly or indirectly without prior written consent from Shopnobari.com. In the event it is found that the Seller has communicated to the customer in any manner directly or indirectly without prior written consent from Shopnobari.com, then, without prejudice to any other rights provided to Shopnobari.com under the existing laws of country and this Agreement, the Seller shall be liable to pay a compensation of Tk. 50000/- (Taka Fifty Thousand) to Shopnobari.com. In addition, Shopnobari.com can delist, downgrade the Seller from its site at such event.

6. SELLER OBLIGATIONS TO CUSTOMER SERVICE

6.1. Shopnobari.com may forward questions or complaints received by Shopnobari.com’ Customer Service department regarding any sold Product(s) to the Seller. The Seller shall be obliged to respond to Shopnobari.com on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.

6.2. On receiving Seller’s response to any question or complaint, Shopnobari.com shall promptly forward the response to the Customer.

6.3. If a Seller fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Seller or any of its Products may be de-listed from the Platform without further notice.

7. COMMISSION

7.1. As an agent for the Seller, Shopnobari.com shall be entitled to receive a commission for the sale of each Product on the Platform, as stipulated in the Commission Schedule unless specified otherwise in any special terms agreed upon.

7.2. The commissions are calculated as a percentage of the Listed Price inclusive of all applicable taxes.

7.3. These Commissions are deducted by Shopnobari.com when making a payout to the Seller defined under Payments.

7.4. Shopnobari.com reserves the right to adjust the percentage Commission defined in the Commission schedule, providing suitable notice of 14 days in advance to the Seller before enactment.

7.5 Seller will pay commission to shopnobari.com after 3 days of product delivery when seller delivery order product by self.

8. PAYMENTS

8.1. Shopnobari.com shall receive and process all payments for Products purchased on the Platform on behalf of the Seller for a service fee. Shopnobari.com shall periodically remit to the seller a payment equivalent to the amount of the Listed Price for the Product(s) received from a Customer, less any promotional discounts/bundles or offers as provided to the customer by the seller, less Shopnobari.com's commission for the sale of the Product(s), less any other service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.

8.2. The payments will be made to the Seller on a weekly basis to the Bank Account, provided that payment related to any Product shall be initiated not less than 7 days after the Product has been successfully delivered to the Customer.

8.3. Shopnobari.com will ensure payment statements are available on the Seller Center with all relevant payment information.

8.4. All payments will be made in Bangladeshi Taka. In case the Seller wishes to change the information for the Bank Account, it may do so by updating its Bank Account information through the Seller Center. Payments will be made via online transfer to the Bank Account specified by the Seller in the Seller Center.

8.5. The Seller agrees that Shopnobari.com shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Seller with regards to its Bank Account

8.6. In case a payment has been issued by Shopnobari.com to the Seller for a delivered item that is later returned to Shopnobari.com by the customer, Shopnobari.com will deduct equivalent amount in the next cycle and return the product to the Seller (subject to return policy).

8.7. In case a Seller’s Product is lost by Shopnobari.com and/or 3PL during transit or handling, Shopnobari.com will reimburse the Seller for the Product in question.

8.8. In case the Seller raises a dispute about the condition of a returned Product (e.g. Product is damaged), Shopnobari.com will reimburse the Seller for the Product in question given the case is reviewed and accepted by Shopnobari.com in favor of the Seller. For such a reimbursement, title of ownership of said Product shall only pass to Shopnobari.com in the case Shopnobari.com decides to hold the Product for commercial purposes. Shopnobari.com may also hold the Product temporarily in order to claim insurance or settlement with a 3PL. This does not mean ownership of Product transfers to Shopnobari.com.

8.9. Shopnobari.com shall be entitled to deduct or withhold from payments to be made to the Seller under this agreement any duties, taxes or other amounts required to be deducted or withheld under any federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.

9. WARRANTIES

9.1. The Seller warrants to Shopnobari.com that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Seller or others, will:

9.1.1 Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform;

9.1.2 Be of merchantable quality and fit for the purpose(s) intended; and

9.1.3 Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations.

9.2. The Seller furthermore warrants and represents to Shopnobari.com that:

9.2.1. It is competent to enter into this agreement and any Contract and its entry into this agreement and any Contract and the performance thereof have been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with the terms thereof.

9.2.2. The Products and their packaging will comply with all applicable marking and labeling requirements.

9.2.3. None of the Products have been or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor.

9.2.4. It and its subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of Bangladesh and other countries where the Products are produced or delivered, regarding the operation of their facilities and their business and labor practices, including without limitation working conditions, wages, hours and minimum ages of workers.

9.2.5. All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.

9.2.6. It is legally entitled and permitted to sell the Products that it is listing.

9.2.7. The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per law.

9.2.8. It will package and ship all Products in accordance with all applicable laws and the Seller shall be solely responsible for any violation of law and will indemnify Shopnobari.com against the consequences of any such violation.

9.2.9. All information, including but not limited to all information furnished to Shopnobari.com with regards to the Products is accurate and up-to-date.

9.2.10. It shall not host, display, upload, modify, publish, transmit, update or share any information which infringes any patent, trademark, copyright, proprietary rights, third party’s trade secrets, rights of publicity, or privacy, is fraudulent or involves the sale of counterfeit or stolen items.

9.2.11. All formal consents, waivers, approvals, authorizations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Seller in connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.

9.2.12. The entry, delivery and performance of this agreement or any Contract by the Seller will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof.

9.2.13. In its performance under this agreement and any Contracts entered into with Customers, the Seller shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this agreement may be performed. Upon Shopnobari.com’ written request, the Seller shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.

9.2.14. If necessary, the Seller shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Shopnobari.com to feature the Products on the Platform, at its own cost.

9.2.15. Shopnobari.com may at any point require the Seller to provide any financial, business or personal information for any purpose whatsoever, and the Seller shall provide the same to Shopnobari.com within seven (7) Business Days of such request being made.

9.2.16. It is our policy to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing or of terrorist or criminal activities. We are committed to anti-money laundering compliance in accordance with applicable law and require our directors, officers and employees to adhere to these standards in preventing the use of our products and services for money laundering purposes. You warrant that you are not, in any way, actively involved in money laundering or financing of terrorist or criminal activities or any other illegal activity. We reserve the right to carry out necessary money laundering, terrorism financing, fraud or any other illegal activity check before authorizing your account, payments or processing of any applicable refunds.

10. INTELLECTUAL PROPERTY

10.1. The Seller warrants, represents and covenants that its import, manufacture, production, sale, distribution and use of the Products do not infringe directly or indirectly any Intellectual Property. The Seller warrants, represents and covenants that featuring of the Products on the Platform does not, directly or indirectly, infringe any Intellectual Property.

10.2. The Seller undertakes and represents to Shopnobari.com that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Products and the supply of the Products which shall not be infringed due to marketing, promoting and featuring the Products on the Platform. Shopnobari.com acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.

10.3. The Seller represents and warrants to Shopnobari.com that it is not aware of any claims made by any third party with regards to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Products.

10.4. Both parties agree to release, defend, protect, indemnify and hold their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Products.

10.5. The Seller shall not be entitled to use any Intellectual Property belonging to Shopnobari.com without Shopnobari.com’ prior approval in writing.

10.6. Both Parties shall not make any negative, denigrating, or defamatory statement(s)/comment(s) about each other, the brand name, or the Platform, or otherwise engage in any conduct or action that might tarnish the image or reputation of Shopnobari.com or Seller’s on the platform or otherwise tarnish or dilute any Shopnobari.com or Sellers’ trade mark, service marks, trade name and/or goodwill associated with such trade, service marks or trade name as may be owned or used by either Party.

11. CONFIDENTIALITY

11.1. All Customer information and data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Seller by Shopnobari.com, or produced or created by the Seller for Shopnobari.com hereunder are the intellectual property of, and confidential to Shopnobari.com and Seller and shall be used solely by the Seller for purposes of this agreement. All such information shall be treated and protected by the Seller as strictly confidential, and shall not be disclosed to any third party without the prior written consent of Shopnobari.com, and shall be disclosed within the Seller’s organization only on a need-to-know basis.

11.2. Both Parties may require their respective employees and other personnel involved in the performance of this agreement to execute an individual confidentiality agreement prior to any disclosure. Any non-disclosure agreement heretofore executed by the Seller in connection with the sale of its Products under this agreement is hereby expressly incorporated within the Contract.

11.3. Both parties shall immediately return to each other any information provided, either upon demand, or upon termination of this agreement, including all copies made by either Party.

11.4. Both Parties shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of this agreement or make any reference to each other, the business of either to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining prior written consent.

12. INDEMNIFICATION

12.1. The Seller agrees to release, defend, indemnify and hold harmless Shopnobari.com, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:

12.1.1. any defect in Products sold to any Customer;

12.1.2. any claim made by any Customer on the basis of any Contract;

12.1.3. any defect in the packaging or shipping of a Product by the Seller;

12.1.4. any violation of any law committed by the Seller, including any failure by the Seller to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;

12.1.5. any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; or

12.1.6. any breach in any warranty or representation made herein.

13. LIMITATION OF LIABILITY

13.1. The Platform And Seller Center, Including All Content, Software, Functions, Materials And Information Made Available On Or Provided In Connection With The Seller’s Access To And Use Of The Platform And The Seller Center, Are Provided "As-is." The Seller Acknowledges And Confirms That It Will Access And Use The Platform And The Seller Center At Its Own Risk. To The Fullest Extent Permissible By Law, Shopnobari.com Disclaims:

Shopnobari.com Does Not Warrant That The Functions Contained In The Platform And Seller Center Will Meet The Seller’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And Shopnobari.com Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.

13.2. Because Shopnobari.com Is Not A Party To The Contracts Between Customers And Sellers, If A Dispute Arises Between Them, The Customer And Seller Release Shopnobari.com (And Its Agents And Employees) From Claims, Demands, And Damages (Actual And Consequential) Of Every Kind And Nature, Known And Unknown, Suspected And Unsuspected, Disclosed And Undisclosed, Arising Out Of Or In Any Way Connected With Such Disputes.

13.3. Shopnobari.com Will Not Be Liable (Whether In Contract, Warranty, Tort (Including Negligence, Product Liability Or Other Theory) Or Otherwise) To The Seller Or Any Other Person For Cost Of Cover, Recovery Or Recoupment Of Any Investment Made By The Seller In Connection With This Agreement, Or For Any Loss Of Profit, Revenue, Business, Or Data Or Punitive Or Consequential Damages Arising Out Of Or Relating To This Agreement, Even If Shopnobari.com Has Been Advised Of The Possibility Of Those Costs Or Damages. Further, Shopnobari.com’ Aggregate Liability Arising Out Of Or In Connection With This Agreement, The Contracts Or The Transactions Contemplated Will Not Exceed At Any Time The Total Commission During The Prior Three Month Period Paid By The Seller To Shopnobari.com Except For Under Clause 5.6.

(i) Any Representations Or Warranties Regarding This Agreement, The Contracts Or The Transactions Contemplated By This Agreement, Including Any Implied Warranties Of Merchantability, Fitness For A Particular Purpose Or Non-infringement;

(ii) Implied Warranties Arising Out Of Course Of Dealing, Course Of Performance Or Usage Of Trade; And

(iii) Any Obligation, Liability, Right, Claim Or Remedy In Tort, Whether Or Not Arising From Shopnobari.com’ Negligence.

14. FORCE MAJEURE

14.1. Shopnobari.com shall not be liable to the Seller or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Shopnobari.com’ obligations if the delay or failure was due to any cause beyond Shopnobari.com’ reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Shopnobari.com’ reasonable control:

14.2. Shopnobari.com may, at its option, fully or partially suspend delivery/performance while such circumstances continue and Shopnobari.com shall not be liable for any loss or damage suffered by the Seller as a result of such suspension, including but not limited to from the Seller’s failure to fulfill any Contract with a Customer.

15. DURATION & TERMINATION

15.1. This agreement remains valid for one year extendable by tacit agreement until one of the parties terminates it.

15.2. The Seller may terminate this agreement by means of thirty (30) Days’ notice by registered letter with acknowledgement of receipt.

15.3. On or at any time after the occurrence of any of the events of default in Clause 15.4 below, Shopnobari.com shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Seller.

15.4. The following shall constitute events of default:

15.4.1. The Seller being in breach of any warranty or representation under this agreement or any Contract;

15.4.2. the Seller being in breach of any obligation under this agreement or any Contract and failing to remedy the same on or before seven (7) Business Days from receipt of a written notice from Shopnobari.com of such breach;

15.4.3. the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or dissolution;

15.4.4. The making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Seller’s assets;

15.4.5. The Seller making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;

15.4.6. The Seller ceasing or threatening to cease to carry on business; or

15.4.7. Shopnobari.com reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

15.5. The termination of this agreement shall not terminate any Contracts already entered into and the Seller shall be obliged to perform all Contracts entered into with Customers.

15.6. The Parties will settle all outstanding liabilities on termination of this agreement.

16. ASSIGNMENT

16.1. The Seller may not assign this agreement or any Contract, or any part hereof, or any money due hereunder, without the prior written consent of Shopnobari.com. If consent is granted, any such assignment by the Seller shall not increase or alter Shopnobari.com’ obligations nor diminish the rights of Shopnobari.com, nor relieve the Seller of any of its obligations under this agreement or any Contract.

16.2. Shopnobari.com reserves the right to assign this agreement, in whole or in part, to any party, including Shopnobari.com’ affiliates.

16.3. The Sellers shall give Shopnobari.com prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Products provided hereunder.

17. NOTICES

17.1. All notices between the Parties shall be in writing.

18. RELATIONSHIP OF THE PARTIES

18.1. Nothing in this agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the Parties or impose any liability on Shopnobari.com in relation to the Seller beyond that specifically expressed in this agreement as a commission agent.

19. MODIFICATIONS

19.1. The Seller acknowledges and agrees that Shopnobari.com may at its sole discretion modify, amend or change any of the General Terms and Platform Policies and such modified, amended or changed General Terms and Platform Policies shall come into force and be binding on the Seller upon the posting of such changes on Seller Center or on the Platform, and the Seller is responsible for reviewing these locations and informing itself of all applicable changes or notices. The Seller should refer regularly to Seller Center to review the current agreement (including the Platform Policies). Shopnobari.com will inform the Seller of any modification via email. THE SELLER’S CONTINUED ACCESS AND USE OF THE PLATFORM AND SELLER CENTER AFTER SHOPNOBARI.COM’ POSTING OF ANY CHANGES WILL CONSTITUTE ITS ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

19.2. The Seller will then have fourteen (14) days to accept any and all modifications or communicate disagreement via the Seller Center or via Email. If there is no response from the Seller it will count as an agreement on the Sellers part.

20. MISCELLANEOUS

FULFILMENT MODELS

The Seller has a choice between 2 different Fulfilment Models (Dropship or Shopnobari.com Express). When creating an account on Seller Center, the Seller is by default operating on Dropship. The seller can apply for Shopnobari.com Express by contacting its dedicated account manager or the Seller Support Center.

20.1. Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of Shopnobari.com shall be subject to correction without any liability on the part of Shopnobari.com.

20.2. No waiver by Shopnobari.com of any breach of this agreement by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.

20.3. If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected thereby.

20.4. No person who is not a party to this agreement (including any employee, officer, agent, representative or sub-contractor of either party) shall have any right to enforce any terms of this agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Parties.

20.5. This agreement shall be governed by the laws of Bangladesh and the Parties agree to submit to the exclusive jurisdiction of the competent courts.

20.6. Shopnobari.com shall be entitled to commence legal proceedings for the purposes of protecting its confidential information or any exclusivity rights, as contained in this agreement, by means of injunctive or other equitable relief.


21. DROPSHIP

21.1. Inventory Treatment:

21.1.1. The Seller is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Seller Center on a daily basis.

21.1.2. In the event that the Seller reasonably anticipates that any Products sold on the Platform may go out of stock, it shall immediately update the inventory information in the Seller Center.

21.1.3. If an out of stock Product is shown as in stock on the Platform due to the Seller’s inability to update the correct inventory information for that Product on the Seller Center and a Customer places an order for the Product, the order may be cancelled and the Seller may be penalized for breaching Platform Policies.

21.2. Order Processing and Packaging:

21.2.1. Upon receipt of an order for the purchase of Products, Shopnobari.com shall forward the order and furnish the Seller with details relating to the ordered Product(s) via the Seller center, including the Seller’s product or bar code relating to the Product(s) and any other details required to fulfill the order - as provided by the Customer. Order Status on the Seller Center will be depicted as Pending and is a confirmation of an order placed by a Customer.

21.2.2. Upon receipt of information under Clause 6.1 above, the Seller shall be obliged to process and package each order such that any and all sold Products shall have a Handling Time as defined by the Sellers ranking within the Customer Protection Policy. In case of any delay, either materialized or foreseen, the Seller shall immediately inform Shopnobari.com via email at care@Shopnobari.com.

21.2.3. The Seller is responsible to bear all costs for packing the Product(s) and is obliged to follow the Packaging guidelines available at Packaging Guidelines. Failure to do so will result in cancellation of orders by Shopnobari.com and further penalties and/or delisting. All related costs of this cancellation will be borne by the Seller.

21.2.4. Packaging materials to be used are prescribed within the Packaging Guidelines and can be purchased at Packaging Materials.

21.2.5. The Seller must print and pack the invoice, shipping label and returns form generated via the Seller Center with the shipment package.

21.3. Shipping and Order Fulfillment:

21.3.1. Seller shall remain the sole and undisputed owner of the sold Product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any Product is returned or rejected by a Customer, the title and ownership of the Product shall, immediately upon return or rejection, revert to the Seller who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Shopnobari.com.

21.3.2. The Seller acknowledges and agrees that:

• Neither the 3PL nor Shopnobari.com shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.

• The 3PL and Shopnobari.com shall have the right but not the obligation, to inspect any shipment without prior intimation to the Seller for checking the contents. The Seller is responsible for ensuring the correct Product(s) are sent to Customers

• All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.

• No package will be handed over to 3PL nor Shopnobari.com Hub if the order/item status is marked as "canceled" on Seller Center prior to its shipment.

• The Seller acknowledges that Shopnobari.com shall not be liable to pay for any payment(s) of any canceled packages to the Customer.

• For the avoidance of doubt continuous abuse of this policy shall result in the seller’s shop being delisted by Shopnobari.com.

21.4. Cancellations, Rejections, Returns and Refunds

21.4.1. The Seller agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.

21.4.2. The Seller agrees that if the customer cancels an order prior to the order being marked shipped, the seller shall not dispatch any canceled status orders for shipment to 3PL / Shopnobari.com hubs. Any such shipment and liability associated with the same shall remain the Sellers responsibility at all times.

21.4.3. The Seller authorizes Shopnobari.com to provide the Customer with a refund where the Customer has pre-paid for the Product and he/she cancels the order before it has been shipped or the Product is rejected and/or the Product is returned.

21.4.4. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Shopnobari.com may, at its discretion, charge the entire cost of shipping the Product to the Seller.

21.4.5. Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Seller will accept returns of Products in the following cases:

• Defective/Damaged Product

• Incorrect Product

• Incomplete Product

• The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)

• The product is unused, unworn, unwashed and without any flaws.

• The product includes the original tags, user manual, warranty cards, freebies and accessories.

• The product is returned in the original and undamaged manufacturer packaging / box.

21.4.6. In case of a return, Shopnobari.com may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to Shopnobari.com or to the Seller. 21.4.7. In case of returned products, Shopnobari.com protects the Seller by conducting a quality control check at Shopnobari.com’ Fulfillment Center to determine the validity of the Customer’s return claim. If the quality control identifies the customers return claim is invalid, for whatever reason, the Product is sent back to the Customer.

21.4.7. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Seller agrees that it shall be bound by Shopnobari.com’ inquiry into and decision as to the condition of the Product at the time of delivery.

21.4.8. At the Customer’s option, the Seller will either replace the damaged Product within the stipulated timeline as defined in the Customer Protection Policy or authorize Shopnobari.com to provide a full refund. The damaged Product may be shipped to the Seller at the Seller’s cost unless the Seller directs Shopnobari.com to dispose the Product.

21.4.9. Shopnobari.com may, at its discretion, bill the Seller for the cost of shipping the replacement Product to the Customer.

21.4.10. The Seller agrees to be bound by and act in accordance with the Return Policy. To the extent that there is any conflict between the Return Policy, the Return Policy shall prevail.

21.5. Additional Services

21.5.1. Latest charges for all additional services can be viewed at Shopnobari.com

from such taxes.

22.2. Order Processing and Packaging:

22.2.1. Upon receipt of an order for the purchase of any Product(s) through the Platform, Shopnobari.com shall be responsible for dispatching and delivering the Product(s) to the Customer.

22.2.2. Shopnobari.com may, as mutually agreed between Shopnobari.com and the Seller, be responsible for packing the Product(s) sold on the Platform on behalf of the Seller, and may bill that cost as a service Fee to the Seller. The Seller acknowledges and confirms that Shopnobari.com may, at its option, use branding materials, such as stickers, which identify that the Product(s) was sold through the Platform.

22.3. Shipping and Order Fulfillment:

22.3.1. Seller shall remain sole and undisputed owner of the sold Product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any Product is returned or rejected by a Customer, the title and ownership of the Product shall, immediately upon return or rejection, revert to the Seller who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Shopnobari.com.

22.3.2. The Seller acknowledges and agrees that:

22.3.3. Shopnobari.com shall be responsible for the dispatch and delivery of any sold Product(s) from the Fulfillment Center to the Customer in accordance with the rules of packaging and shipping as contained within this agreement and relevant Platform Policies.

• Neither the 3PL nor Shopnobari.com shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.

• The 3PL and Shopnobari.com shall have the right but not the obligation, to inspect any shipment without prior intimation to the Seller for checking the contents. The Seller is responsible for ensuring the correct Product(s) are sent to Customers

• All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.

22.4. Cancellations, Rejections, Returns and Refunds

22.4.1. The Seller agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.

22.4.2. The Seller authorizes Shopnobari.com to provide the Customer with a refund where the Customer has pre-paid for the Product and he/she cancels the order before it has been shipped or the Product is rejected and/or the Product is returned.

22.4.3. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Shopnobari.com may, at its discretion, charge the entire cost of shipping the Product to the Seller.

22.4.4. Given that the Product shipped to the Customer from the Fulfillment Center, the Rejected Product shall be reincorporated into the Seller’s inventory of Products at the Fulfillment Center for a subsequent order.

22.4.5. Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Seller will accept returns of Products in the following cases:

Under the following conditions

• Defective/Damaged Product

• Incorrect Product

• Incomplete Product

• The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)

• The product is unused, unworn, unwashed and without any flaws.

• The product includes the original tags, user manual, warranty cards, freebies and accessories.

• The product is returned in the original and undamaged manufacturer packaging / box.

22.5. In case of a return, Shopnobari.com may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to Shopnobari.com or to the Seller.

22.6. In case of returned products, Shopnobari.com protects the Seller by conducting a quality control check at Shopnobari.com’ Fulfillment Center to determine the validity of the Customer’s return claim. If the quality control identifies the customers return claim is invalid, for whatever reason, the Product is sent back to the Customer.

22.7. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Seller agrees that it shall be bound by Shopnobari.com’ inquiry into and decision as to the condition of the Product at the time of delivery.

22.8. Given that the Product was shipped to the Customer from the Fulfilment Center, the Returned Product shall be reincorporated into the Seller’s inventory of Products at the Fulfilment Center.

22.9. Given that the Product was shipped to the Customer from Shopnobari.com’ Fulfilment Center and the Customer requests a replacement, the Seller authorizes Shopnobari.com to send a replacement Product to the Customer.

22.10. Shopnobari.com may, at its discretion, bill the Seller for the cost of shipping the replacement Product to the Customer.

22.11. The Seller agrees to be bound by and act in accordance with the Return Policy. To the extent that there is any conflict between the Return Policy, the Return Policy shall prevail.