Drapyy
Partner Agreement
This present agreement is
established in order to set up a contractual relationship by and between: Drapyy
Business Solutions (PVT) Limited (hereinafter referred to
as “Drapyy” ), a private limited company
incorporated with SECURITIES
AND EXCHANGE COMMISSION OF PAKISTAN Under section 16 of the Companies Act, 2017 (XIX of
2017)]; having office at 303-FF,, Deans Trade
Center, Peshawar, Pakistan and operates an online marketplace at www.drapyy.com
AND
The Seller (hereinafter
referred to as “Seller”), a sole
proprietor/company, registered under the laws of Islamic Republic of Pakistan.
Drapyy and Seller are hereinafter referred to collectively as the “Parties” and individually as a “Party”) This document is an electronic
record in terms of The Electronic Transactions Ordinance of 2002 and the
amended provisions pertaining to The Electronic Transactions Ordinance of 2002. This
electronic record is generated by a computer system and does not require any
physical or digital signatures.
1.1. Drapyy is in the business of
providing services to facilitate Ecommerce via its online marketplace at Drapyy
- a platform that enables Customers and Sellers to transact online. The Seller
wishes to sell Products on the online marketplace platform provided by Drapyy. Drapyy
offers multiple services to facilitate sales via its online platform. The
Seller appoints Drapyy 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 Drapyy’s 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 Drapyy. This agreement
will be considered valid as soon as it is electronically accepted by the Seller
1.5. The service provided by
Drapyy 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. Drapyy 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 with 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 Drapyy’ 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 partner login is subject to this agreement and the latest
platform policies available on Drapyy.
1.9. In order to maintain its
reputation for quality and high service standards, Drapyy reserves the right to
delist the Seller and to terminate the relationship with the Seller based on Drapyy’
internal quality assessment of the Seller as governed by Drapyy’ Customer
Protection Policy.
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 Pakistan |
|
Commission |
The commission
which is payable to Drapyy by the Seller for each type of Product sold on the
Platform |
|
Competitor |
Any person or entity, that directly or indirectly, engages in
the sale of Products on the internet in Pakistan. 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 |
|
Seller Compliance Policy |
Drapyy’s Seller Compliance
Policy outlines the standard guidelines sellers need to follow on Drapyy’s
platform. Any violations made by the seller, as per this policy will result
in penalties. |
|
Customer Protection Policy |
Drapyy policy via which Seller Performance is kept in check |
|
Customer |
A person, who purchases Products on the Platform |
|
Fee(s) |
Any fees charged by Drapyy 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 |
|
Handling Time |
The time from forwarding of the order by Drapyy to the Seller
till dispatch of the Product by the Seller (excluding Sundays) |
|
Hub |
A location owned or operated by Drapyy or one of its logistics
partner |
|
In writing/written |
All communications made through the Seller Center or sent by Drapyy
through courier or email |
|
Intellectual Property |
Any patent, copyright, registered or unregistered design, design
right, registered or unregistered trademark, service mark or other industrial
or intellectual property right and includes applications for any of them |
|
Listed Price |
The listing price of the Product on the Platform and shall be
that price at which the Seller informs Drapyy that it wishes to sell any
Product and which price shall include any taxes, whether federal, provincial
or local, which the Seller is required and liable to pay on the sale or
supply of each Product or type of Product. The Listed Price shall not be higher
than the price at which the Seller offers the same Product through its own
sales channels |
|
Penalty/Penalties |
Any financial and/or operational penalty inflicted by Drapyy on
the Seller for any breach of Platform Policies |
|
Pending |
The status on the Seller Center depicting that an order has been
received and awaiting processing |
|
Performance Scorecard |
The report conveyed to the Seller by Drapyy which depicts the
operational performance of the Seller |
|
Platform |
The website Drapyy or any
affiliate website |
|
Platform Policies |
All the policies and guidelines applicable to Sellers and
available on Drapyy
|
|
Product(s) |
The products which the Seller intends to sell on the Platform. |
|
Ready to Ship |
The Products are signaled as being physically available, packed
according to packaging guidelines and ready to be transferred for delivery |
|
Rejected Product |
A Product that has been shipped but could not be successfully
delivered to a Customer, for any reason whatsoever the product will be
shipped back to the seller |
|
Required Product Information |
Means, with respect to each of the Products, the following
(except to the extent expressly not required under the applicable Platform
Policies): (a) detailed description, including as applicable, specifications,
location-specific availability and options, scheduling guidelines and service
cancellation policies; (b) Product numbers, and other identifying information
as Drapyy may reasonably request; (c) information regarding in-stock status
and availability, shipping limitations or requirements, and shipment
information; (d) categorization within each Product category and browse
structure as prescribed by Drapyy from time to time; (e) digitized image that
accurately depicts the Product, complies with all Drapyy image guidelines,
and does not include any additional logos, text or other markings; (f) Listed
Price; (g) any text, disclaimers, warnings, notices, labels or other content
required by applicable law to be displayed in connection with the offer,
merchandising, advertising or sale of the Product; (h) any Seller
requirements, restocking fees or other terms and conditions applicable to
such Product that a Customer should be aware of prior to purchasing the
Product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a
delimited list of technical specifications; (n) Product numbers (and other
identifying information as Drapyy may reasonably request) for accessories
related to the Product that is available in Drapyy’ catalog; and (o) any
other information reasonably requested by Drapyy |
|
Return Policy |
The policy governing the return, refund, cancellation or
rejection of products and which can be viewed at Drapyy. Moreover Drapyy’s
return policy will be interlined with Partners Return Policy |
|
Returned Product |
A Product that had been delivered but has been returned by the
Customer, for any reason whatsoever |
|
Rules of Packing & Shipping |
The rules governing the dispatch and handling of the products
sold by the Seller, which can be viewed within |
|
Seller Center |
The login based platform accessible by a Seller at https://www.drapyy.com/partner/login by using the user name and password provided to it by Drapyy |
|
Seller Performance |
The Seller performance in accordance with the policies and
standards defined by Drapyy |
|
Seller Support Center |
The support service provided by Drapyy to solve the issues faced
by Sellers as well as help Sellers grow their business |
|
Shipped |
A Product is considered shipped and on course for delivery to
the Customer |
|
Signup Process |
Process via which person(s) or entities sign up to sell on Drapyy’
online marketplace |
|
Third Party Logistics (3PL) |
An external service provider designated by Drapyy for shipping |
3.1. After going through and
successfully completing the Signup Process, Drapyy 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. Drapyy is
not responsible for any liability arising from incorrect information supplied
by the Seller.
3.3. The Seller shall be solely
responsible for the safety and security of its password and shall not disclose
its password to any third party. The Seller is solely responsible for any use
of or action taken under the password and shall fully indemnify Drapyy from any
damages or injury resulting from any unauthorized use of its password.
3.4. Any correspondence or
communication received through the Seller Center and/or appointed email address
shall be presumed to originate from and have been made with the approval of the
Seller and Drapyy shall be entitled to rely on such correspondence or
communication.
3.5. Every message sent to the
Seller through his registered email in the Seller Center account or via Seller
Center which did not receive an answer or written objection within 72 hours
will be worth agreement between Drapyy and the Seller.
3.6. The Seller shall complete a
training module in order to be ready for operating on the Platform. The seller
must pass this training and implement the learnings in their operations in
order to start selling via Drapyy.
4.1. Drapyy 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 Drapyy.
4.2. Drapyy 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 Drapyy.
4.4. Any particular Product(s)
featured on the Platform may be delisted by Drapyy 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 Drapyy
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. Drapyy 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, Drapyy produces digitized images and photographs of the Product(s) for
display on the Platform, Drapyy 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, Drapyy
will act as support system to resolve the issue.
4.10. Drapyy 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.
5.1. The Seller agrees to respect and follow Drapyy’ Customer
Protection Policy. The Customer Protection Policy can be found at Drapyy. If any changes occur in the policy, the
Seller will be informed via email.
5.2. Drapyy measures Seller performance on an ongoing basis and
will share a weekly performance report on seller center :
5.2.1. Drapyy will rank the Seller based on performance. There are
daily and weekly top selling, top rated and top trending categories where this
performance will be applied
Offences that can lead to Penalties include, but are not limited
to, the following:
·
Selling counterfeit and illegal Products
·
Slow fulfilment 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 Drapyy.
5.3.1. The seller shall never send empty delivery boxes to the
customers. In the event of the seller sending empty delivery box to a customer,
the seller shall be liable to pay a compensation, without prejudice to any
other rights provided to Drapyy under the existing laws of country and this
agreement.
In addition, Drapyy can deactivate, delist, downgrade the seller from its site
at such event.
6.1. Drapyy may forward questions or complaints received by
Drapyy’ Customer Service department regarding any sold Product(s) to the
Seller. The Seller shall be obliged to respond to Drapyy 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,
Drapyy 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.
7.1. As an agent for the Seller, Drapyy 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 Drapyy when making a payout
to the Seller defined under Payments.
7.4. Drapyy 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.
8.1. Drapyy shall receive and
process all payments for Products purchased on the Platform on behalf of the
Seller for a service fee. Drapyy 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 Drapyy's commission for the sale of the
Product(s), less any other service Fees 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 the PAYMENT CYCLE basis to the Bank Account, provided that payment
related to any Product shall be initiated not less than 7 BUSINESS DAYS after the
Product has been successfully delivered to the Customer. DRAPYY HAS DEVELOPED A PAYMENT CYCLE THAT DIVIDES EVERY MONTH INTO TWO INTERVALS, every seller has access to their sales and revenue. All the orders completed during that interval will be aggregated and settled to sellers bank account. Every seller has the right to dispute any payments. The orders
that are still in progress of return or exchange will not be included. A
complete data will be shared with the seller and any disputes can be emailed to
partner.support@drapyy.com. Drapyy
will respond back to any disputes within 48 hours
8.3. Drapyy will ensure payment
statements are available with all relevant payment information.
8.4. All payments will be made in
Pakistan Rupee. In case the Seller wishes to change the information for the
Bank Account, it may do so by sending an email to partner.support@drapyy.com. After
verification Drapyy will update the new Bank Account details. 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
Drapyy 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 Drapyy to the Seller for a delivered item that is later returned to
Drapyy by the customer, Drapyy 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 Drapyy and/or 3PL during transit or handling, Drapyy 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),
Drapyy will reimburse the Seller for the Product in question given the case is
reviewed and accepted by Drapyy in favor of the Seller. For such a
reimbursement, title of ownership of said Product shall only pass to Drapyy in
the case Drapyy decides to hold the Product for commercial purposes. Drapyy 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 Drapyy.
8.9. Drapyy 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.
8.10. Any sums due to the Seller hereunder may be applied by
Drapyy as a set off against any sums owed by the Seller to Drapyy, or against
any claims of third parties against Drapyy arising from the Seller’
performance, whether under this agreement, any Contract or other document.
8.11. The Seller shall be
responsible for payment of all customs duties, sales tax, excise tax,
value-added tax and any other duties, excess, fees or charges of whatsoever
nature which may be imposed by governing authorities of any jurisdiction
applicable in connection with sale or supply of its Products on the Platform
and their purchase by Customers. It is clarified that the Seller shall be
solely responsible for the payment of any sales tax on the supply of these
Products to the Customer through the Platform and Drapyy shall have no
liability in this regard.
9.1Introduction
9.1.1. Drapyy Business Solutions (PVT) Limited also
hereby known as “we”, “us” or “Drapyy” is an online marketplace (“platform” or
“site”) where the Seller (hereinafter referred to as “you” or “seller”)
displays and enlists his/her product on the platform for sale to the registered
users of the platform. The contract of sale of products between you and the
user of the platform is a strictly bipartite contract where Drapyy acts as the
facilitator and Drapyy cannot be a party to or control in anymanner.
9.1.2. While registering as a seller of the online marketplace, you have signed
the marketplace agreement (“Agreement”) and agreed to abide by all the terms
and conditions of the Agreement. This Principle Seller’s Warranty Policy
(“Policy”) shall be an integral part of the Agreement and Sellers providing
warranty for any product on the platform of Drapyy shall be bound to comply
with the terms and conditions stated hereinunder. If you do not agree to be
bound by this Policy, you shall unregister yourself as the Seller of Drapyy and
do not access, register with, or use the facilities of the Site. This Policy is
deemed effective upon your registration on the Site as a Seller which signifies
your acceptance of these terms.
9.1.3. Drapyy reserves the right to change, modify, add, or remove portions of
these Terms and Conditions at any time with prior notification. Please check
this Policy regularly for updates. Your continued use of this Site following
the posting of changes to the terms and conditions of the Policy constitutes
your acceptance of those changes.
9.2 Scope
9.2.1 The availability, duration, specification, and criteria of the warranty
shall be clearly mentioned on the Product Description Page (hereinafter
referred to as “PDP”) for the customers to apprehend prior to the purchase of
any product of the Seller.
9.2.2 All
warranty provided by the Seller to the Customers shall be governed by this
Policy and the Sellers shall be bound to comply with the same.
9.2.3 This
agreement expressly supersedes prior agreements or arrangements between the
Seller and the Customers in relation to the warranty of a product unless
otherwise agreed between the Parties.
9.2.4 The
Seller agrees that customer satisfaction is the ultimate interest responsible
for guiding the commercial actions and behavior of the Seller.
9.2.5 This
Agreement shall be an integral part of the Marketplace Agreement that the
Seller agrees to register on the platform to use the services of the platform.
This agreement will be considered valid as soon as the Marketplace Agreement is
electronically accepted by the Seller.
9.2.6 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.
9.2.7 Due to
the constant improvement of Drapyy’s services, this Warranty Policy will evolve
and change over time (with or without notice to the Seller). The Seller shall
review this Policy from time to time to be aware of any changes made to the
Policy. The Seller’s obligations in relation to any warranty provided to a
product are subject to this Warranty Policy and any other policy that may be
enacted and executed for the same purpose.
9.2.8 To
maintain its reputation for quality and high service standards, Drapyy reserves
the right to delist the Seller, terminate the relationship with the Seller,
impose a financial penalty, etc. provided that the Seller fails to comply with
any of the obligations stated under this policy at its sole discretion
9.3 Types of Warranty
The Seller
as per its seller category can provide three types of warranty:
9.3.1 Brand Warranty: Brand warranties are
warranties provided by the brand/manufacturer of the product. Drapyy does not
take any responsibility for after-sales services provided by the
brand/manufacturer. The Seller shall receive the products from the customers
directly through their authorized service centers to provide repair/replacement
of the product as per the warranty conditions.
9.3.2 Seller Warranty: Seller warranties are warranties
provided directly by the Seller who has sold the product to the Customer. The
terms and conditions of this warranty may differ from seller to seller.
However, the terms and conditions imposed by the Seller for the services that
may be provided under the Seller’s warranty must be clearly communicated to the
customer in detail on the PDP.
9.3.3 International Manufacturer/Seller Warranty: This
warranty is directly offered by international manufacturers/sellers of the
product. The Seller shall receive the products from the customers directly
through their authorized service centers to provide repair/replacement of the
product as per the warranty conditions. The geographical location of the
service center may vary based on the brand’s regional presence and may require
the customer to ship the product out of the country. The Seller in this case
must provide the full address in detail on the PDP for the customer to ship the
product and claim the warranty services.
9.4 Applicability
of Warranty Policy
9.4.1 If any defect or malfunction is identified in the product
within 24 hours from the time of the
delivery (hereinafter referred to as the “Return Period”), the customer may
choose to get the product refunded directly through Drapyy without going
through a warranty claim with the manufacturer/seller as per the Return &
Refund Policy of Drapyy even if the defect or malfunction falls within the
ambit of the warranty services attached with the product. The Seller must be
liable to provide whichever avenue the Customer selects to obtain the remedy
for the said defect/malfunction.
9.4.2 If any
defect/malfunction is identified after the Return Period and the product has a
warranty, the Seller shall be bound to provide the required services as per the
warranty condition. The customers shall have the right to contact the
manufacturer/seller service center listed on the warranty card, Brand Contact
list, or, PDP to obtain the warranty services. Provided that the
defect/malfunction falls within the scope of the warranty condition given at
the time of the sale of the product, the Seller must provide all the required
services as mentioned in the warranty to ensure that the Customer’s issue is
resolved.
9.4.3 If any
defect/malfunction is identified after the Return Period and the product has no
warranty, neither Drapyy nor the Seller/Manufacturer shall be responsible for
any defects/malfunctions/damages.
9.4.4 Warranty
shall be applicable from the delivery date of the product and the Seller shall
be solely responsible for providing all the services applicable under warranty
conditions and this Warranty Policy until the last day of the warranty period.
9.5 Seller
Obligations
9.5.1 Provided
that the customer appear at a retail outlet and requests the item to be
replaced or exchange at store(any outlet)
The seller must entertain the customer as per their own policy and mark
the order as exchanged at store for record purposes
9.5.2 The Seller
must ensure that the service of the highest quality is provided to the Customer
at the time of return or exchange of the product. Constantly improving
E-commerce experience and customer experience is Drapyy’s mission
9.5.3 The Seller
shall be solely responsible to ensure that all warranty provided with the
product is in adherence and compliance with all the laws, rules, and
regulations as applicable.
9.5.4 Where
warranty is applicable for any product, the Seller must provide a written
warranty card or e-warranty card to the Customer at the time of the delivery of
the product. Provided that the Seller fails to provide any warranty card or
e-warranty card, the Customer shall be entitled to claim the warranty by
producing the Drapyy Invoice or Drapyy E-Invoice of the purchased product.
9.5.5 The
Seller must ensure that prior to the purchase of the product the specifications
of the warranty which includes but are not limited to the type of the warranty,
duration, available services under the warranty, etc. must be mentioned on the
PDP of the platform in clear and understandable language for the customers to
see and review.
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 Drapyy 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. Drapyy 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 Drapyy 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 Drapyy without Drapyy’
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 Drapyy or Seller’s on the
platform or otherwise tarnish or dilute any Drapyy 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.
11.1. 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 Drapyy, or produced or created by the Seller for Drapyy hereunder are
the intellectual property of, and confidential to Drapyy 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 Drapyy, 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.
12.1. The Seller agrees to
release, defend, indemnify and hold harmless Drapyy, 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.
13.1. 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,
Drapyy Disclaims:
Drapyy 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
Drapyy 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 Drapyy Is Not A
Party To The Contracts Between Customers And Sellers, If A Dispute Arises
Between Them, The Customer And Seller Release Drapyy (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. Drapyy 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 Drapyy Has Been Advised Of The Possibility Of Those Costs Or
Damages. Further, Drapyy’ 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 Drapyy 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 Drapyy’ Negligence.
14.1. Drapyy 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 Drapyy’ obligations if the delay or failure was due to any
cause beyond Drapyy’ reasonable control. Without prejudice to the generality of
the foregoing the following shall be regarded as causes beyond Drapyy’
reasonable control:
14.1.1. Act of God, explosion, flood, tempest, fire or accident
war or threat of war, sabotage, insurrection, civil disturbance or requisition;
14.1.2. Acts, restrictions, regulations, bye-laws, prohibitions or
measures of any kind on the part of any governmental, parliamentary or local
authority;
14.1.3. import or export regulations or embargoes;
14.1.4. interruption of traffic, strikes lock-outs or other
industrial actions or trade disputes (whether involving employees of Drapyy or
of a third party);
14.1.5. interruption of production or operation, difficulties in
obtaining raw materials labor, fuel, parts or machinery;
14.1.6. power failure or breakdown in machinery.
14.2. Drapyy may, at its option, fully or partially suspend
delivery/performance while such circumstances continue and Drapyy 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.
15.1. 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, Drapyy 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 Drapyy 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. Drapyy 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.
16.1. 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 Drapyy. If consent is granted, any such assignment by the Seller shall not
increase or alter Drapyy’ obligations nor diminish the rights of Drapyy, nor
relieve the Seller of any of its obligations under this agreement or any
Contract.
16.2. Drapyy reserves the right to assign this agreement, in whole
or in part, to any party, including Drapyy’ affiliates.
16.3. The Sellers shall give Drapyy prompt written notice of any
change in its ownership or organization, and changes in the manufacture or
production of the Products provided hereunder.
17.1. All notices between the Parties shall be in writing.
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 Drapyy in relation to the Seller beyond that
specifically expressed in this agreement as a commission agent.
19.1. The Seller acknowledges and
agrees that Drapyy 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). Drapyy will inform the Seller of any modification via email. THE
SELLER’S CONTINUED ACCESS AND USE OF THE PLATFORM AND SELLER CENTER AFTER DRAPYY’
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.
The Seller has a choice between 2 different Fulfilment Models
(Dropship or Drapyy Express). When creating an account on Seller Center, the
Seller is by default operating on Dropship. The seller can apply for Drapyy
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 Drapyy shall be subject to correction without any liability on the part
of Drapyy.
20.2. No waiver by Drapyy 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. Drapyy 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.
21.1. 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, Drapyy 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 Drapyy via email at partner.support@Drapyy.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.
21.2.4. 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 Fulfilment:
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 Drapyy.
21.3.2. The Seller acknowledges
and agrees that:
·
Neither the 3PL nor Drapyy 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 Drapyy 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 Drapyy Hub if the
order/item status is marked as "canceled" on Seller Center prior to
its shipment.
·
The Seller acknowledges that Drapyy 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 Drapyy.
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 / Drapyy hubs. Any such shipment and
liability associated with the same shall remain the Sellers responsibility at
all times.
21.4.3. The Seller authorizes Drapyy 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”), Drapyy 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, Drapyy may, at its discretion, bill
the Seller for the cost of shipping the Product from the Customer to Drapyy or
to the Seller. 21.4.7. In case of returned products, Drapyy protects the Seller
by conducting a quality control check at Drapyy’ Fulfilment 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 Drapyy’ 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 Drapyy to provide a full refund. The damaged
Product may be shipped to the Seller at the Seller’s cost unless the Seller
directs Drapyy to dispose the Product.
21.4.9. Drapyy 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.