OUR HOUSE RULES – MARKETPLACE AGREEMENT

This agreement is to set up binding relationship by and between Dansheevo Holdings Private Limited (PV 108256 (hereafter referred to as “We”, “Our”, “Us” or “Tudo”), private limited company incorporated in the Democratic Socialistic Republic of Sri Lanka with its registered office 61 A,Akurugoda, Sultanagoda, Matara Sri Lanka and You, as a Seller, Vendor or company registered under the law of the Democratic Socialistic Republic of Sri Lanka (hereafter referred to as “You”, “Your” or “Seller”).

This agreement contains terms and conditions that govern You for access and use of marketplace and
You agree to be bound with following terms and conditions.

1. INTRODUCTION

1.1. We, Tudo are an e-commerce online platform that creates marketplace for Customers and Sellers to interact and transact online.
1.2. We are the first Sri Lankan Multi-Vendor Marketplace in Sri Lanka.
1.3. We offer you Free registration.
1.4. We allow You to list and sell your products on provided website www.tudo.lk
1.5. You will gain opportunity to join Tudo platform and sell you products and increase your customer’s base.
1.6. We offer you strong and trustworthy partnership for long term cooperation.
1.7. The service provided by Tudo is limited to referring customers to the Sellers and accepting orders and payments on their behalf as well as with additional marketing support. This support will include the agreed level of commissions and any additional service fee.
1.8. You give an authorization power to Us for accepting binding orders from customers
on your behalf.
1.9. We reserve the rights to delist and suspend the Sellers as per Our customer service policy.
1.10. Satisfied customers are the key target of cooperation between You and Us.

2. YOUR ACCESS TO PLATFORM AND ACCOUNT’S SET UP

2.1. Registration with Us is free for You.
2.2. After singing up process, we will provide password and username for You to access Your Seller center platform and complete the registration process with providing all necessary information and Your bank details.
2.3. You are responsible to maintain your own center platform with up to date and accurate information. We are not eligible to take responsibility for Your incorrect or mistaken information.
2.4. We are here for You if any support needed with registration, set up and following maintenance of your center platform.

3. YOUR RIGHTS AND OBLIGATIONS

3.1. You agree to respect and follow our Customer Protection Policy as customers and their satisfaction are priority of this marketplace.
3.2. You shall be responsible for listing your products by uploading to your Seller center and it should include prices, detailed information, specifications or descriptions and images in respect of each product
3.3. Once customers will choose your product, they will place an order for purchase, you will be informed about order by email notification under your center platform. In the same time, order notification will be delivered to us. Then You are obligated to prepare ordered product and packaging and We will arrange delivery service to collect order and ship it to the customer. Very simple.
3.4. In case of any complaints by customers about your products, we will immediately contact you and forward customers complaints and questions to you. You are responsible to provide proactive respond within 48 hours. If you fail to respond within 48 hours, we have a right to delist You from our platform without any notice given.

4. OUR RIGHTS AND OBLIGATIONS

4.1. We respect your privacy. Any personal information You provide to us will not be released
or shared outside of our organization.
4.2. We reserve the right to control website and all contents on your seller center and to rechange, modify or reproduce it.
4.3. We are committed to measure your performance on ongoing basis and share your monthly performance report to help you increase your listing or sales.
4.4. We reserve the rights to delist or remove any Seller from our platform in case of breach of this agreement without any prior notice to the Seller.
4.5. We are eligible to charge penalty fees from You by not fulfilling basic requirements such as high rate of products returning, cancellations and out of stock, poor packaging guidelines, slow response of proceeding orders and Selling counterfeit and illegal Products.
4.6. One of our priorities is excellent customer service to satisfy our customers and we provide 24/7 hotlines for our customers.

5. DELIVERY OF PRODUCTS

5.1. As already mentioned above, we are eligible to take full responsibility to arrange delivery services.
5.2. We are responsible for possible delivery delays as sometimes it happens mostly with busy and unpredictable traffic in Sri Lanka.

6. PAYMENTS

6.1. After placing the order by customers, your accepting of order and preparing packaging, our service is limited only to process and accept customers payments direct to us on your behalf.
6.2. Order is deemed completely only once product has been delivered to customer and the return or cancellation period stipulated has expired, we will process with payments to You after deducting relevant fees and commissions as agreed.
6.3. The payment to You will be made on bi-monthly basis to Your provided bank account, either on 15th or 30th day of the month considering not less than 15 days after the product has been successfully delivered to customer.
6.4. We will ensure all payment statements to be updated in your Seller center with all details and information.
6.5. Payments to you will be done in Sri Lanka Rupees currency on your provided bank account via online bank transfer. If case of changing your bank account, please update bank account information to Your Seller center.
6.6. Please do provide correct and full bank account details, otherwise We are not eligible to take responsibility for failure payments arising due to incorrect bank details.
6.7. In case of your product returning from customer after payment has been already processed to You, we will deduct equivalent amount from next cycle and return the product to You.
6.8. 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 Tudo shall have no liability in this regard

7. COMMISSIONS, FEES, RETURNS

7.1. COMMISSIONS
7.1.1. As per agreement, we shall be entitled to receive a commission for the successful delivered sale of each product on Your Seller platform, as stipulated in following commission schedule, unless specified or agreed otherwise upon.
7.1.2. Commission range is 5% to 15% from each sale as agreed

7.1.2.1 Silver Vendor – 5% Commission Rate. All delivery failed chargers should paid by the vendor. Bank transfer fees (If applicable) may charge from the vendor at every pay-out. Standard promotion will be from Tudo.

7.1.2.2 Gold Vendor – 10% Commission Rate. Delivery Failed chargers will pay by Tudo. Bank transfer fees (If applicable) may charge from the vendor at every pay-out. Standard promotion will be from Tudo.

7.1.2.3 Platinum Vendor – 15% Commission Rate. Delivery failed chargers and all payment fees paid by Tudo. Special Promotion for vendor store.

7.1.2.4 Premium Vendors – Special Commission rate and chargers as agreed by the Tudo and Vendor.

7.1.3. Agreed commissions will be deducted by Us when making a payout to You defined under payments.
7.1.4. We reserve the right to adjust percentage commission by providing notice of 14 days in advance to You before any changes are made.
7.2. RETURNS
7.2.1. The Seller agrees that a Customer may cancel an order before it has been shipped to the Customer.
7.2.2. The Seller agrees that if the customer cancels an order prior to the order being marked shipped, the seller shall not dispatch any cancelled status orders for shipments.
7.2.3. Unless stated otherwise in the Return Policy of Products, the Seller will accept returns of Products in the following cases:
7.2.3.1. Defective/Damaged Product
7.2.3.2. Incorrect Product
7.2.3.3. Incomplete Product
7.2.3.4. Delivery failed product
7.2.4. Return Chargers and Fees
7.2.4.1. Defective/Damaged Product : Two-way delivery charge and Rs.100.00
7.2.4.2. Incorrect Product : Two-way delivery charge and Rs.100.00
7.2.4.3. Incomplete Product : Two-way delivery charge and Rs.100.00
7.2.4.4. Delivery failed product : One-way delivery charge (As per agreement)
7.2.5. If customer return and product under section 7.2.3.1 to 7.2.3.3, customer can request full a full refund or new product. Seller must be liable for customer requests.
7.2.6. All return packages under section 7.2.3.4 will be return to seller withing 14 working days. This agreed time period may be varied due to unstoppable situations.

8. WARRANTY

8.1. Vendors must provide 7 day checking warranty for all listed products on Tudo.LK. customers can request refund or replace for products which failed to operate withing 7 days. All products must be in the original condition to redeem the warranty.
8.2. You guarantee and warrant to Us that all products listed on Your Seller Center have all regulatory permits and licenses, strictly corresponding with specification, descriptions, images and quality, conform to all applicable laws, codes and regulations.
8.3. Furthermore, you warrant and represent to the followings:
8.3.1. Your products and their packaging will comply with all applicable marking and labeling requirements.
8.3.2. None of the products have been or will be produced or manufactured by child labor or by convict or forced labor.
8.3.3. Your products are not dangerous and do not contain any hazardous substances.
8.3.4. It is legally entitled and permitted to sell list and sell Your products.
8.3.5. All information referring to Your products are up to date and accurate.

9. INTELLECTUAL PROPERTY

9.1. You acknowledge and agree that all our Intellectual Property is and shall remain our sole property and nothing in this agreement shall confer in you any right of ownership or license right in our Intellectual Property.
9.2. We also agree and acknowledge that we will not acquire any rights in respect of Intellectual Property in relation to Your products.
9.3. You shall not be entitled to use any Intellectual Property belonging to Us.
9.4. It is in Your and Our interest not to make any negative or defamatory statements or comments about each other, brand name, platform or not to take any action or conduct that might tarnish reputation of Tudo and You as a Seller. It is in the interest of both parties, Tudo and You, to cooperate in fair way which will be mutually beneficial.

10. INDEMNIFICATIONS

To the maximum extent permitted by law, You as Seller agree to defend, indemnify and hold harmless Tudo, including its affiliates, respective directors, employees, officers, agents or contractors, from and against any costs, fines, penalties, liabilities or damages arising from or if any way associated with followings: any defect in products sold to customers, any claim made by customers on the contract basis, any defect in the packaging of the product, any violation of any law committed by You as a Seller, any negligence of fault from Your side or your employees and so on, any breach in any warranty or representation agreed in this terms and conditions.

11. LIMITATION OF LIABILITY

11.1. You acknowledge and agree to use the platform and Seller center with all content, software, features, functions, and information as “it is” on you own risk. To the maximum extent permitted by law, we disclaim followings:
11.2. Any Representations or Warranties Regarding this agreement, contracts or transactions contemplated by this agreement, Including any implied warranties of merchantability for
a particular purpose or non-infringement.
11.3. Implied warranties arising out of dealing or performance course or usage of trade
11.4. And any obligation, liability, right claim, or remedy in tort whether arising from Tudo’s negligence.
11.5. Also, We do not warrant and will not be liable for any service interruptions, including system failures or other interruptions that may affect receipt, processing, acceptance competition or settlement of any contracts or transactions. Furthermore, we do not warrant that the functions contained in the platform and Your Seller center will meet Your requirements or be secure uninterrupted or error free.

12. DURATION & TERMINATION

12.1. This agreement remains valid for one year extendable by tacit agreement furthermore.
12.2. You as a Seller shall terminate the agreement by mean of 30 days’ notice by acknowledgment notice receipt from us.
12.3. We are entitled to terminate this agreement with immediate effect by written or digital notice to You in any breach of above terms and conditions.

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