A Merchant Agreement is a legally binding contract between a business and a payment processor or acquirer. It establishes the terms, responsibilities, fees, compliance standards, and payout schedules required for the business to accept electronic payments (credit/debit cards, digital wallets) from customers.
Marketplace Agreement
This Agreement is executed on 1st September, 2022
BETWEEN
This present agreement is established in order to set up a contractual relationship by and between: Jachai.com Limited (hereinafter referred to as “First Party”), a private limited company incorporated in Bangladesh under the respective Companies Act 1994; having office at 69/E Green Road, Panthapath, Kalabagan, Dhaka, Bangladesh and operates an online marketplace at www.jachai.com.
AND
The ………………... (hereinafter referred to as “Second Party”), a sole proprietor/company, registered under the laws of the People’s Republic of Bangladesh, having it’s registered office at …………... Jachai and Seller are hereinafter referred to collectively as the “Parties” and individually as a “Party”.
This Agreement is regarding the sale of the products by the Second Party through the Web Platform of the First Party, namely jachai.com in the following Terms and Conditions:
1.1. The First Party owns and operates an online marketplace where Second Party can sell their products/goods to customers. This platform is presently offered on the website jachai.com and mobile app Jachai, but in the future it might also be offered on other websites or applications. The First Party reserves the right to make changes or suspend the service without prior notice. The First Party's assistance is limited to connecting clients to the Second Party, taking their orders and payments on their behalf, and supporting a variety of logistics and marketing services that the Second Party must specifically ask for and buy. The agreed-upon level of commission and any additional service fees include this support.
1.2. The Second Party is required to accept the terms of this agreement as well as any information, annexes, appendices, or platform policies that are specified in this agreement or that are made available on the "jachai.com" platform before engaging in any transactions on that platform. Upon the Second Party’s acceptance and sign of this Agreement, this Agreement shall be deemed to have been duly executed.
1.3. Without giving the Second Party any notice, the First Party is free to engage the services of any Third Party Logistics (TPL) to carry out any portion of the current agreement or any other form of future service.
1.4. This agreement shall include and be construed in accordance with the Platform Policies. The platform policies will develop and change over time as a result of the 'jachai.com' services' ongoing improvement (with notice to the Second Party). This Agreement and the most recent platform policies published on jachai.com apply to the Second Party’s usage of the Platform and access to the Seller Center.
2.1. The First Party will give the Second Party a special Username and Password to access the Seller Center and finish the registration process when they have gone through and successfully completed the Signup Process.
2.2. The Second Party is in charge of keeping accurate records of their business on Seller Center, including but not limited to their address and bank account details. The First Party disclaims all liability resulting from the Second Party's inaccurate information.
2.3. The Second Party is solely responsible for the confidentiality and security of its password and is not permitted to share it with any outside parties. Seller shall completely indemnify the First Party from any damages or injuries resulting from the unauthorized use of its password and shall be totally responsible for any use of or action conducted under the password.
2.4. The First Party is permitted to depend on any correspondence or communication received through the Seller Center and/or designated email address because it is assumed to have come from and been prepared with the Second Party's approval.
2.5. Every communication sent to the Second Party via his/her/its Seller Center account's registered email address or through Seller Center that does not receive a response or written objection within 2 hours will be considered a breach of the agreement between the First Party and the Second Party.
3.1. The First Party will list the Second Party's goods for sale on the platform at the specified Listed Price. The Product must be sold by the Second Party and not by the First Party, according to the Platform.
3.2. The Second Party acknowledges that the First Party may provide additional promotions/discounts via other channels over the Second Party's Listed Price without changing the Product's ownership (s). However, any commission and/or fees assessed in connection with this transaction will be based on the Second Party's listed price.
3.3. The way the Products are presented on the Platform and where they are placed therein shall be entirely at the First Party's control and discretion.
3.4. If selling a certain Product would be against the law or if the Second Party violates any of its commitments under this agreement, the First Party may delist that Product(s) from the Platform. In such a scenario, the Second Party will be notified right once.
3.5. The required product information must be given to the First Party by the Second Party in the format required. This information has to be accurate and consistent with the real-world Product. It will be the Second Party's responsibility to list their own products.
3.6. The First Party reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Second Party provides.
3.7. The First Party may charge a Fee and is authorized to deduct this sum from payments made to the Second Party for the sale of any Product(s), in addition to any other amounts it is authorized to deduct under this Agreement, in the event that The First Party creates digital images and photographs of the Product(s) at the request of the Second Party for display on the Platform.
3.8. All Contracts made between the Second Party and a Customer shall be governed by this Agreement, which shall take precedence over any Contract, document contained with the Product(s) provided to a Customer, or any other provision implied by custom, practice, or course of dealing. Any issues between the Second Party and a Customer are not the First Party's responsibility to handle, settle, or mediate
4. SELLER PERFORMANCE & OBLIGATIONS TO CUSTOMER SERVICE
4.1. The Second Party hereby acknowledges and undertakes to comply with First Party 's Customer Protection Policy. On the website jachai.com, you can find the Customer Protection Policy. The Second Party will be emailed if the policy is changed in any way.
4.2. The First Party reserves the right to exclude the Second Party from the jachai.com. If their performance is not good, instead can be subject to financial penalties. The amount issued to the Second Party in accordance with the payment terms may be reduced by these monetary penalties. Selling unlawful and counterfeit goods is just one of the offenses that can result in penalties. But there are others as well such as, orders that are not filled quickly, orders that are canceled or are out of stock, orders that are not packaged properly.
4.3. Without first receiving written permission from the First Party, the Second Party is not allowed to communicate with the customer in any way, including by phone, email, advertisement, or promotional offer. Without limiting any other rights granted to the First Party under the applicable laws of the country and this Agreement, the Second Party shall be obligated to pay the First Party compensation in the amount of Tk. 1,00,000/- (Taka one lac) if it is determined that the Second Party communicated to the customer in any way directly or indirectly without first receiving written consent from the First Party. Additionally, in such a situation, the First Party has the right to delist or downgrade the Second Party from its website.
4.4. Never should the Second Party provide customers with empty shipping boxes. Without affecting any other rights granted to the First Party under this agreement and applicable law, the Second Party is responsible for paying compensation if a customer receives an empty delivery box. Additionally, the First Party has the right to delist, disable, or downgrade the seller from its site in such a situation. Following is compensation structure:
Order Value 0-500 BDT = Penalty of 600 BDT
Order Value 501-1000 BDT = Penalty of 1500 BDT
Order Value 1001 BDT and above = Penalty of 5000 BDT or percentage on product value.
4.5. When it comes to any sold Product(s), the First Party may send the Second Party any queries or grievances received by its Customer Service division. Within forty-eight (48) hours of receiving any such queries or complaints from the First Party, the Second Party shall be required to respond. the Second Party may be immediately removed from the Platform with or without prior notice if does not answer to any inquiry or complaint within forty-eight (48) hours of receiving it.
4.6. On receiving the Second Party’s response to any question or complaint, the First Party shall promptly forward the response to the Customer.
4.7. The Second Party will be responsible for paying any fines or penalties levied against the items they sold by the "Consumer Rights Court" for any reason.
4.8. The Second Party shall follow the “Digital Commerce Management Guidelines 2021” in addition to following the prevailing laws of the country in product description and sale.
5.1. The Second Party is required to keep stock of all Products offered on the Platform and to update its actual inventory each day via the Seller Center.
5.2. If a customer places an order for a product that is out of stock but appears to be in stock on the platform because the Second Party is unable to update the accurate inventory information for that product on the seller center, the order may be canceled and the Second Party may be penalized for violating platform policies.
6.1. Upon receiving an order for the purchase of Products, the First Party shall forward the order to the Second Party via the Seller center and provide the Second Party with information regarding the ordered Product(s), including the product name or bar code and any other information necessary to fulfill the order as provided by the Customer. Order Status in the Seller Center will show as Pending and serves as a confirmation of a customer order.
6.2. Upon receipt of Product(s) information, the Second Party shall be obliged to process and package each order. All sold Products shall have a Handling Time as defined within the Customer Protection Policy. In case of any delay, either materialized or foreseen, the Second Party shall immediately inform the First Party via email at sellercenter@jachai.com.
6.3. The Second Party is responsible to bear all costs for packing the Product(s) and is obliged to follow the Packaging guidelines. Packaging materials to be used as prescribed within the Packaging Guidelines. If this is not done, the First Party may cancel orders, impose additional fines, and/or delist the company. The Second Party shall be responsible for any expenses associated with this cancellation.
6.4. The invoice, shipping label, and returns form created by the Seller Center must be printed and included in the shipment package by the Second Party.
7. Delivery and Order Fulfilment:
7.1. The Second Party shall retain ownership of the product until it is successfully delivered to the customers, at which point ownership shall pass to the latter. If the Second Party suffered a loss of dealer price as a result of the First Party's failure to exercise reasonable care to maintain the products in their original state, the First Party is obligated to pay/compensate the Second Party for that loss.
7.2. Without first notifying the Second Party, the First Party and TPL shall have the right, but not the duty, to inspect any shipment to verify its contents. The Second Party is in charge of making sure that the Customers receive the proper Product(s).
7.3. Each parcel must be accompanied by the appropriate forms as required by law in order to satisfy any governmental authority's requirements.
7.4. The Second Party understands that the First Party will not be responsible for any payments made to the Customer for canceled packages.
8. Cancellations, Rejections, Returns and Refunds:
8.1. The Second Party consents that a Customer may cancel an order before the Product has been sent to the Customer for any Product in any category.
8.2. The Second Party commits not to send any canceled status orders for shipment to the First Party /TPL, if the customer cancels an order before it is marked as sent. Any such shipping and any related liabilities will always be the Second Party's responsibility.
8.3. When the customer prepays for the product and cancels the purchase before it is sent, rejects the product, or returns the product, the Second Party authorizes the First Party to issue a refund to the customer.
8.4. If a customer accepts a product but later returns it, the First Party will examine the item to determine whether it satisfies the First Party's return requirements as mutually agreed upon with the Second Party. If so, the First Party will ship the item back to the Second Party. But customers are responsible for the return fee.
9.1. The First Party shall be entitled to receive a commission for each Product sold on the Platform in his capacity as an agent for the Second Party. The commissions are calculated as a percentage of the Listed Price inclusive of all applicable taxes.
9.2. These Commissions are deducted by the First Party when making a payout to the Second Party defined under Payments.
9.3. The First Party retains the right to change the percentage Commission set forth in the Commission schedule by giving the Seller adequate notice at least 14 days prior to the change taking effect.
9.4 The Second Party shall provide Competitive Trade Price, so the First Party can frequently sell product. For campaign, the Second Party will provide special discounted price to make campaign successful.
10. PAYMENTS:
10.1. For a service charge, the First Party will accept and handle all payments for Products sold through the Platform on behalf of the Second Party. Subject to its right of set-off under this agreement, the First Party shall from time to time pay the Second Party an amount equal to the Listed Price for the Product(s) received from a Customer, less any promotional discounts, bundles, or offers that the Second Party provided to the customer, less the First Party's commission for the sale of the Product(s), and less any other service Fees/Penalties or any other amounts due, if applicable.
10.2. Bangladeshi Taka will be used for all transactions. Weekly payments to the Second Party will be paid to the bank account, but only if the payment for any particular product is started at least seven days after the customer has received it successfully. The jachai.com Panel allows users to view payment timelines.
10.3. The First Party will make sure payment statements with the necessary payment information are accessible on the Seller Center.
10.4. If the Second Party needs to update any of the Bank Account information, they can do so by going to the Seller Center and amending the information for their Bank Account. The Bank Account that the Second Party has designated in the Seller Center will receive payments via online transfer. the Second Party accepts that the First Party won't be held responsible for any payment issues brought on by the Second Party's inability to give accurate or complete information about its bank account.
10.5. If a customer returns a delivered item for which the First Party has already paid the Second Party, the First Party will subtract the appropriate amount from the following cycle's payment and send the item back to the Second Party (subject to return policy).
10.6. The First Party will pay the Second Party for a lost Product if it happens to be lost by the First Party or TPL during shipment or handling.
10.7. If the Second Party disputes the state of a returned Product (for example, if the Product is damaged), the First Party will compensate the Second Party for the disputed Product if the Second Party 's case is examined and accepted by the First Party. To qualify for such a compensation, the First Party must elect to hang onto the Product for business purposes before title to it passes to him. The First Party may also hold the product in transit while it is being insured or settled with a TPL. This does not mean that the First Party gains ownership of the Product.
10.8. The First Party shall have the right to deduct or withhold any duties, taxes, or other amounts required to be deducted or withheld under any federal, provincial, or local law from payments to be made to the Second Party under this Agreement and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.
11. WARRANTIES:
11.1. The Second Party guarantees to the First Party that all of its products sold on the platform, will adhere to the references to or descriptions of the specifications, drawings, samples, performance standards, and other information on the Platform.
11.2. The Second Party guarantees, all applicable marking and labeling standards will be complied with by the Products and their packaging
11.3. The Second Party guarantees that none of the Products have been created or manufactured, in whole or in part, using child labor, forced labor, or labor from inmates.
11.4. The Second Party guarantees that customs fees, excise taxes, and any other taxes associated with the import, production, or manufacture of the Products have all been properly paid.
11.5. The Second Party guarantees that the Products are neither hazardous or unlawful and do not contain any explosives, illegal drugs, or other restricted materials.
11.6. The Second Party guarantees that the Second Party shall strictly abide by all applicable laws, treaties, ordinances, codes, and regulations in carrying out its obligations under this Agreement and any Contracts entered into with Customers, in particular all import and export, 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. The Second Party shall provide any written certification of conformity required by any federal, state, or local law, ordinance, code, or regulation the First Party's written request.
11.7. The Second Party guarantees, any information that violates a patent, trademark, copyright, proprietary right, a third party's trade secrets, a person's right to privacy, or is fraudulent or involves the sale of counterfeit or stolen goods shall not be given for uploaded, displayed or shared.
11.8. The Second Party guarantees that it has properly received all official consents, waivers, permissions, authorizations, exemptions, registrations, licenses, or declarations from or by any authority or contractual party that are necessary for the entering into this agreement or any Contract and the performance of the same.
12.1. The Second Party guarantees, represents, and agrees that the importation, manufacturing, sale, distribution, and use of the Products do not violate any intellectual property, either directly or indirectly.
12.2. The Second Party guarantees that it is the owner of all intellectual property rights related to the Products and their supply, or that it is a licensed user of all such rights, and that no such rights will be violated as a result of marketing, promoting, or otherwise featuring the Products on the Platform. This assurance is made to the First Party. The First Party accepts that in relation to the Products, it will not acquire any rights in regard to the Intellectual Property.
12.3. The Second Party guarantees to the First Party that it is not aware of any allegations of infringement of any patents, copyrights, trade secrets, trademarks, trade names, or other intellectual property rights, or of any other claim, demand, or action arising out of the creation, sale, distribution, or use of the Products by any third party.
12.4. Both Parties agree to hold 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 resulting from any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property rights.
12.5. Without prior written consent from the First Party, the Second Party is not permitted to exploit any of the First Party's intellectual property.
13. CONFIDENTIALITY:
13.1. All customer information and data, designs, drawings, specifications, communications—whether verbal, written, electronic, visual, graphic, photographic, observational, without the First Party's previous written authorization, the Second Party must keep and protect all such information as strictly secret. It may only be shared within the Second Party's organization to those who have a legitimate need to know.
13.2. Without first obtaining the other Party's written consent, neither Party shall use any means or media (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) to publicly announce, disclose or discuss the existence, content, or scope, whether in generalities or specifics, of this Agreement, or to make any reference to the other Party or the other Party's business.
14. INDEMNIFICATION:
The Second Party agrees to hold the First Party, its affiliates, and each director, officer, employee, contractor, and agent harmless from and against any and all costs (including, but not limited to, reasonable attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities resulting from, alleged to result from, or in any way connected with any defect in Products or packaging & shipping of product, any legal wrongdoing by the Second Party, including any failure on their part to pay any taxes that should have been paid on the importation, production, manufacturing, sale, supply, or delivery of a Product. Also the Second Party or its affiliate’s negligence of any kind, as well as that of any director, officer, employee, contractor, or agent and any breach in any warranty or representation made herein.
16.1. The Second Party's access to and use of the Platform and Seller Center, as well as all content, software, functions, materials, and information made available on or provided in connection therewith, are provided "as-is”. The Second Party Acknowledges and Verifies That It Will Use The Platform And The Seller Center At Its Own Risk in Accessing And Using Them. To the fullest extent permitted by law, the First Party disclaims any warranty that the platform's and seller center's features will satisfy the Second Party's needs or be timely, secure, uninterrupted, or error-free. Additionally, the First Party disclaims any liability for any service interruptions, such as system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transaction.
16.1. For the purposes of this Agreement, a "Force Majeure Event" is defined as an occurrence that is beyond either Party's reasonable control, including but not limited to acts of God, war, riot, civil commotion, malicious damage, compliance with any Law or governmental order, rule, regulation, or direction, accident, breakdancing, or other similar occurrences.
16.2. While such circumstances persist, the First Party may, at its discretion, suspend delivery or performance entirely or in part. In either case, the First Party will not be responsible for any loss or harm incurred by the Second Party as a result of the suspension, including but not limited to the Second Party's failure to perform under any Contract with a Customer.
17. DURATION & TERMINATION:
17.1. This Agreement will go into effect on the aforementioned Effective Date and remain in effect for a further two (2) years ("Initial Term"). Unless notice of non-renewal is made by one Party to the other no later than thirty (30) days before to the expiration of the Initial Term or current Renewed Term, this Agreement will automatically renew for an additional term of one (1) year ("Renewed Term").
17.2. Termination can occur at any time, with a period of notice of one month, in writing by registered letter with acknowledgement of receipt or through email, post or fax by the either party subject to settlement of accounts.
17.3. The partnership agreement still applies to the income made during this notice period. The right of any Party to instant termination for material breach (any conduct having a legal effect, such as tax evasion, dealing in counterfeit products, insolvency, etc.) is unaltered.
Any notice or other communication required to be given under this Agreement must be in writing, delivered in person, sent by registered mail, sent by facsimile, or sent by email to the Party to be served at the following address: support@jachai.com.
19. RELATIONSHIP OF THE PARTIES:
Nothing in this agreement will establish a partnership, joint venture, franchise, sales representative, or employment relationship between the Parties or subject the First Party to any obligations toward the Second Party other than those obligations specifically stated in this agreement as a commission agent.
20.1. The Second Party acknowledges and agrees that the First Party may, in its sole discretion, modify, amend, or change any of the General Terms and Platform Policies, and that such modified, amended, or changed General Terms and Platform Policies shall take effect and be binding on the Second Party upon the posting of such changes on the Seller Center or on the Platform. The Second Party is responsible for reviewing these locations and being aware of any and all changes that may be applicable. The Second Party shall periodically check the Agreement at Seller Center (including the Platform Policies). Any modification will be communicated to the Second Party by email from the First Party. Continued access and usage of the Platform and Seller Center by the Second Party will constitute its acceptance of such changes or modifications.
20.2. After then, the Second Party will have fourteen (14) days to accept any changes or express disapproval via the Seller Center or email. It will be deemed that the Second Party has agreed if there is no response from them.
21. WAIVERS & MISCELLANEOUS:
21.1. Without the express written approval of the other Party, no default by any Party in the performance or compliance with any aspect of this Agreement may be waived or excused. A Party may nonetheless demand subsequent adherence to an obligation that has been waived even after the other Party has done so.
21.2. This agreement shall be governed by the laws of Bangladesh and the Parties agree to submit to the exclusive jurisdiction of the competent courts.
21.3. Any typographical, clerical, or other error or omission made by the First Party in any acceptance, invoice, or other document may be corrected without any obligation on the part of the First Party.
SECOND PARTY (SELLER) INFORMATION:
Business Name: | |
Legal Entity | |
Business Category: | |
Address: | |
| |
Contact Name: Designation: Phone / Cell. No. | |
Bank Account / bKash / Nagad / Rocket / Upay Details | Bank Name: Branch: Account Name: Account No.: Routing Code: bKash No.: Nagad No.: Rocket No.: Upay No.: |
In where of, the Parties to this “Agreement” through their duly authorized representatives have executed this “Agreement” on the days and dates set out below, and certify that they have read, understood, and agreed to the terms and conditions of this “Agreement” as set forth herein.
The effective date of this “Agreement” is the date of the signature last affixed to this page.
Accepted for and on behalf of Jachai.com Ltd. | Accepted for and on behalf of ..........................Second Party |
Name: Designation: Signature ………………………………….. Date: | Name: Designation: Signature ………………………………….. Date: |
Witness | Witness |
Name: Designation: Signature ……………………………………. Date: | Name: Designation: Signature ………………………………….. Date: |
