Marketplace Agreement
This agreement, hereinafter referred to as the ‘Marketplace Agreement,’ is entered into between AllsBD.com, a registered entity incorporated under the laws of Bangladesh with its principal place of business at SUITE: 16-B, 15th FLOOR, NOAKHALI TOWER. 55/B, Purana Paltan, Dhaka-1000, Dhaka, Bangladesh and operates an online marketplace at https://www.allsbd.com/ The Company operates as a platform connecting buyers and Vendors for the purpose of facilitating the sale and purchase of goods and services.
OVERALL TERMS:
- 1. Extent
- 2. Definitions and Inference
- 3. Having access to the platform and the vendor center
- 4. Putting products on the platform.
- 5. The performance of the vendor
- 6. Vendor's Customer Service Obligations
- 7. Commissions
- 8. Payments
- 9. CONDITIONS OF VENDOR'S WARRANTY
- 10. The ownership of ideas
- 11. Secrecy
- 12. Compensation
- 13. Restrictions on Liability
- 14. Force Majeure
- 15. Timing and Conclusion
- 16. Task
- 17. Notices
- 18. The Parties' Relationships
- 19. Alterations
- 20. Others
MODELS OF COMPLETION
GENERAL CONCEPTS:
1. Extent:
1.1. AllsBD.com is engaged in the business of providing various services to facilitate e-commerce through its online platform. The vendor wishes to sell products on the online platform provided by AllsBD.com. The vendor appoints AllsBD.com as its commission agent under the terms and conditions set forth in this agreement.
1.2. This agreement supersedes any previous agreements or arrangements between the Parties, unless expressly agreed otherwise between the Parties.
1.3. Both Parties acknowledge that customer satisfaction is of paramount importance and shall guide their commercial actions and behavior.
1.4. By conducting any transaction on AllsBD’s platform, the vendor acknowledges and accepts the terms of this agreement, as well as any additional details, annexes, appendices, and platform policies mentioned herein or available on AllsBD’s platform. This agreement shall become valid upon electronic acceptance by the vendor.
1.5. The services provided by AllsBD are not limited to their e-commerce website, including but not limited to referring customers to the vendor, accepting orders and payments on their behalf, and providing support for logistics and marketing services, as requested and purchased by the vendor, Such support is covered within the agreed commission and any additional service fees.
1.6. AllsBD.com may engage the services of subcontractors to perform any part of this agreement or provide future services to the vendor, without prior notification.
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 shall be deemed an integral part of this agreement and are to be read into it. AllsBD.com may update and modify the platform policies over time, with notice provided to the vendor. The vendor’s use of the platform and access to the vendor platform area are subject to this agreement and the latest platform policies available on AllsBD’s platform.
1.9. AllsBD.com reserves the right to delist the vendor and terminate the relationship based on AllsBD’s internal quality assessment, governed by AllsBD’s customer protection policy.
2. Definitions and Inference
2.1. The following terms and expressions shall have the following meanings in this agreement:
Payment Account: The designated bank account provided by the Vendor where payments for their sales are to be deposited.
Banking Day: A working day in Bangladesh, excluding Fridays and Saturdays, during which banks are generally open for business.
Commission Schedule: A documented schedule available at AllsBD.com that outlines the commission rates payable by the Vendor to AllsBD for each type of Product sold on the Platform.
Competitor: Any individual or entity, directly or indirectly involved in the online sale of Products in Bangladesh. Even if their business partially overlaps with the aforementioned criteria, they will still be considered a Competitor.
Sales Agreement: The contractual agreement between the Vendor and a Customer for the purchase and sale of Products on the Platform.
Vendor Performance Policy: AllsBD’s policy aimed at monitoring and ensuring the satisfactory performance of Vendors on the Platform.
Customer: A person who purchases Products from the Platform.
AllsBD.com Fulfillment Center: A fulfillment model where the Vendor’s Products are stored at a facility operated by AllsBD.com. The ownership of the Products remains with the Vendor until they are purchased by the Customer.
Self-Fulfillment: A fulfillment model where the Vendor is responsible for maintaining their own inventory of Products at their premises and providing the inventory to AllsBD for delivery to Customers when orders are placed.
Additional Service Fees: Any charges imposed by AllsBD for supplementary services such as pickup or returns, which are not included in the base transaction cost.
Product Ownership Transfer: The formal process of shifting the legal ownership rights of a product from the Vendor to the end customer upon completion of a successful transaction.
AllsBD Warehouse: A designated facility operated by AllsBD where all AllsBD Express Products are securely stored and where incoming orders are processed for further distribution.
Fulfillment Model: The chosen method by which the vendor intends to fulfill customer orders, including options like Dropship (shipping directly from the vendor) or utilizing AllsBD Express (fulfillment through AllsBD’s logistics services).
Order Processing Time: The duration starting from the moment AllsBD forwards the order to the Vendor until the Vendor dispatches the Product for delivery to the customer, with Sundays excluded from the calculation.
Drop-off/Pick-up Point: A specific location owned or managed by AllsBD or one of its logistics partners, where the Vendor can deposit items for shipment and, if eligible, retrieve returns.
Communication Channels: All exchanges of information and messages between the Vendor and AllsBD, including interactions within the Vendor Center, as well as any communication transmitted via courier or email by AllsBD.
Warehouse Reception Department: The department responsible for receiving and officially recording the Products brought to AllsBD’s warehouse by the Vendor.
Intellectual Property Rights: Any legally recognized and protected rights, including patents, copyrights, registered or unregistered designs, design rights, registered or unregistered trademarks, service marks, and any other industrial or intellectual property rights. This term also encompasses applications for any of these rights.
Listed Price: The initial price at which the Vendor notifies AllsBD of their intention to sell a specific Product on the Platform. This price includes any applicable taxes (federal, provincial, or local) that the Vendor is obligated to pay for each Product or product type. The Listed Price cannot exceed the price at which the Vendor offers the same Product through their own independent sales channels.
Penalty: Any form of financial or operational consequence imposed by AllsBD on a Vendor as a result of violating the established rules and regulations set forth by the platform.
Order Status: The indication provided on the Vendor Center interface, confirming that an order has been received from a customer and is currently awaiting further processing or fulfillment.
Operational Performance Report: The comprehensive feedback and evaluation document delivered to the Vendor by AllsBD, illustrating the Vendor’s efficiency and effectiveness in carrying out operational tasks and meeting performance expectations.
AllsBD (or Affiliate Website): The official website of AllsBD or any associated website that operates under the same brand, offering an online platform for Vendors to showcase and sell their products.
Platform Policies: The collective set of rules, regulations, and guidelines that Vendors must adhere to when using AllsBD’s platform. These policies encompass all the necessary instructions and standards outlined by AllsBD, which Vendors must follow in order to conduct their business on the platform.
Vendor’s Products: The specific goods or merchandise that a Vendor intends to list and offer for sale on AllsBD’s platform.
Ready for Delivery: The state in which the Vendor’s products are physically present, packed according to the specified packaging guidelines, and prepared for handover to AllsBD, enabling them to initiate the delivery process to the end customer.
Undelivered Product: A product that has been sent out for delivery to a customer but could not be successfully delivered for any reason.
Product Information: Pertaining to each product, the following details are required, unless explicitly exempted by the relevant platform policies:
(a) Detailed Description: A comprehensive explanation of the product, including relevant specifications, availability based on specific locations, scheduling guidelines, and policies regarding service cancellations.
(b) Product Numbers and Identifying Information: The unique identification numbers and any other requested information that AllsBD reasonably requires to identify and categorize the product.
(c) Availability and Shipment Information: Information regarding the stock status, availability limitations, shipping requirements or restrictions, and details related to the shipment of the product.
(d) Categorization: Placing the product within the appropriate product category and browse structure as specified by AllsBD, following their guidelines.
(e) Accurate Digital Image: A digital image that depicts the product in an accurate manner, adheres to all image guidelines provided by AllsBD, and does not include any additional logos, text, or markings.
(f) Listed Price: The price at which the product is offered for sale.
(g) Legal Requirements: Any text, disclaimers, warnings, notices, labels, or other content that is required by applicable law to be displayed in connection with the offer, advertising, merchandising, or sale of the product.
(h) Vendor Requirements and Terms: Any specific requirements or conditions imposed by the vendor, such as restocking fees or terms and conditions that a customer should be aware of before purchasing the product.
(i) Brand: The brand or manufacturer of the product.
(j) Model: The model or version number of the product.
(k) Product Dimensions: The physical dimensions of the product (e.g., length, width, height).
(l) Weight: The weight of the product.
(m) Technical Specifications: A delimited list of technical specifications that provide detailed information about the product.
(n) Accessory Information: Product numbers (and other requested identifying information) for accessories related to the main product available in AllsBD’s catalog.
(o) Other Requested Information: Any additional information reasonably requested by AllsBD, such as the condition of used or refurbished products.
Return Policy: The set of rules and guidelines that outline the procedures for returning, refunding, canceling, or rejecting products, which can be accessed through AllsBD University.
Returned Product: A product that has been previously delivered to a customer but has been sent back to the vendor for any reason.
Dispatch and Handling Rules: The regulations governing the packaging, shipment, and overall management of products sold by a vendor on AllsBD. These rules can be found within the platform.
Vendor Center: The web-based platform, accessible at https://www.vendorcenter.AllsBD.com.bd, exclusively designed for vendors. It requires a unique username and password provided by AllsBD for login purposes.
Vendor Performance: The evaluation and assessment of a vendor’s adherence to AllsBD’s policies and standards. It measures how well the vendor meets the established guidelines and requirements set by AllsBD.
Vendor Support: The assistance service offered by AllsBD to address and resolve issues faced by vendors. It aims to support vendors in enhancing their business and overcoming challenges.
Shipped Product: A product that has been dispatched and is currently in transit for delivery to the customer.
Vendor Registration: The process through which individuals or entities sign up to become vendors on AllsBD’s online marketplace. It involves providing necessary information and completing the registration formalities.
Shipping Service Provider: An external service provider designated by AllsBD to handle the shipping and delivery of products. These providers are selected and assigned by AllsBD to ensure efficient and reliable shipping services.
3.Having access to the platform and the vendor center
3.1. Upon successful completion of the registration process, the platform provider (hereinafter referred to as “Provider”) shall provide the Vendor with a unique username and password to access the Vendor Center and complete the registration process.
3.2. The Vendor is responsible for maintaining accurate and up-to-date information related to their business on the Vendor Center, including but not limited to, business address and bank account details. The Provider shall not be liable for any damages or consequences arising from incorrect information provided by the Vendor.
3.3. The Vendor shall ensure the safety and security of their password and must not disclose it to any third party. The Vendor shall be solely responsible for any actions taken or use of the password, and agrees to indemnify the Provider against any damages or losses resulting from unauthorized use of the password.
3.4. Any correspondence or communication received through the Vendor Center or the designated email address shall be deemed to have originated from and been made with the Vendor’s approval. The Provider is entitled to rely on such correspondence or communication.
3.5. If the Vendor fails to respond or raise objections within 72 hours to any message sent to their registered email in the Vendor Center account or via the Vendor Center, it will be considered as an agreement between the Vendor and the Provider.
3.6. The Vendor is required to complete a training module provided by the Provider to ensure readiness for operating on the platform. Successful completion of the training module and implementation of the acquired knowledge are mandatory before commencing selling on the platform.
4. Putting products on the platform
4.1. The Platform shall prominently feature the Vendor’s Products for sale at the Listed Price. The Product listings will clearly indicate that the Vendor is the vendor, and not the Platform.
4.2. The Platform may offer additional promotions or discounts on the Vendor’s Listed Price through various channels. The Vendor acknowledges that such promotions or discounts do not transfer ownership of the Product(s). However, any Commission and/or Fees charged on such transactions will be based on the Vendor’s Listed Price.
4.3. AllsBD retains sole discretion in determining the manner and placement of the Vendor’s Products on the Platform.
4.4. AllsBD reserves the right to delist any particular Product(s) from the Platform if its sale would violate any laws or if the Vendor breaches any obligations under this agreement. In such cases, the Vendor will be promptly notified.
4.5. The Vendor agrees to provide AllsBD with accurate and truthful Product Information in the prescribed format. This information should correspond to the actual physical Product. The Vendor is responsible for listing their own products.
4.6. By providing content, the Vendor grants AllsBD the right to use, reproduce, modify, adapt, publish, translate, create, and distribute that content.
4.7. If the Vendor requests AllsBD to create digitized images or photographs of the Product(s) for display on the Platform, AllsBD may charge a Fee for this service. The Fee will be deducted from the Vendor’s payments for the sale of any Product(s), in addition to any other applicable deductions under this agreement.
4.8. Featuring a Product on the Platform constitutes the Vendor’s offer of sale to all Platform users.
4.9. When a Customer places an order to purchase a Product through the Platform, it shall be deemed as an acceptance of the Vendor’s offer to sell the Product. This action creates a binding contract between the Customer and the Vendor. The terms of the contract are solely offered by the Vendor and agreed upon by the Customer, with no involvement from AllsBD.
4.10. AllsBD is not responsible for resolving or mediating any disputes between the Vendor and a Customer.
4.11. All contracts between the Vendor and a Customer are subject to this agreement. In the event of any conflict between this agreement and the Contract, any documents accompanying the Product(s) sent to the Customer, or any implied terms based on trade practices or course of dealing, this agreement shall prevail.
5. The performance of the vendor
Compliance with Customer Satisfaction Policy:
“The Vendor agrees to adhere to the Customer Satisfaction Policy of the platform. The Customer Satisfaction Policy can be accessed on AllsBD’s website. In the event of any updates or modifications to the policy, the Vendor will be notified via email.”
Performance Evaluation and Ranking:
“The platform will regularly assess and evaluate the performance of the Vendor and provide a weekly performance report, including an ops score. The Vendor will be assigned a rank based on their performance. Each rank will have specific daily order limits. Further information regarding the ranking and order limits can be found on AllsBD’s website.”
Delisting, Downgrading, and Upgrading:
“The platform reserves the right to delist, downgrade, or upgrade the Vendor based on their commercial and operational performance, without prior notice. Such actions may be taken at any time as deemed necessary by the platform.”
Re-listing and Blacklisting:
“In the event of delisting, the Vendor may be required to complete a re-listing process, which may include undergoing a training module again, as determined by the platform. The platform holds the right to blacklist Vendors who repeatedly breach delisting thresholds. The re-listing process will be managed at the sole discretion of the platform.”
5.2. AllsBD.com reserves the right to exempt certain vendors from daily order limitations and delisting criteria based on its discretion. However, if these exempted vendors fail to meet the Standard Ops Score, they may be subject to financial penalties. Such penalties will be deducted from the vendor’s payout as per the agreed-upon payment terms. Violations that can result in penalties include, but are not limited to, the following:
- Sale of counterfeit and illegal products
- Delayed order fulfillment
- Excessive order cancellations and out-of-stock situations
- Non-compliance with packaging guidelines
- High rate of product returns
- The Vendor is strictly prohibited from initiating any form of communication with customers, including but not limited to phone calls, emails, advertisements, promotional offers, whether directly or indirectly, without obtaining prior written consent from AllsBD. Should it be discovered that the Vendor has engaged in any communication with customers without obtaining AllsBD’s prior written consent, the Vendor shall be held liable for a compensation amounting to Tk. 1,00,000/- (Taka one lac) as determined by AllsBD. This compensation is in addition to any other rights that AllsBD may exercise under the prevailing laws of the country and the terms of this Agreement. Furthermore, AllsBD reserves the right to delist or downgrade the Vendor’s status on its platform as a consequence of such unauthorized communication.
- The Vendor is obligated to ensure that all delivery boxes sent to customers contain the specified products and are not empty. In the unfortunate event that the Vendor sends an empty delivery box to a customer, the Vendor will be held responsible and liable to provide compensation, in addition to any other rights granted to AllsBD under the prevailing laws of the country and as outlined in this agreement.
Furthermore, AllsBD reserves the right to take immediate action, such as deactivating, delisting, or downgrading the Vendor from its site, in response to such an incident. This measure is taken to uphold the highest standards of customer satisfaction and maintain the integrity of the platform.
Structure of Compensation
- Order amount 0-500 BDT = Penalty of 500 BDT
- Order amount 501-1000 BDT = Penalty of 1000 BDT
- Order amount 1001-2000 BDT = Penalty of 2000 BDT
- Order amount 2001-5000 BDT = Penalty of 3000 BDT
- Order amount 5001 BDT and above = Penalty of 5000 BDT
6. Vendor's Customer Service Obligations
Response Time: The Vendor agrees to respond to any questions or complaints received from the Customer Service department within a specified timeframe, not exceeding forty-eight (48) hours from the receipt of such inquiries or complaints.
Prompt Forwarding: Upon receiving the Vendor’s response to any question or complaint, the platform shall promptly forward the response to the respective Customer without delay.
Delisting Policy: In the event that the Vendor fails to respond to any question or complaint within the stipulated forty-eight (48) hour timeframe, the platform reserves the right to de-list the Vendor or any of its Products from the platform without providing any further notice.
Customer Satisfaction: The Vendor acknowledges the importance of customer satisfaction and agrees to make reasonable efforts to resolve any issues or concerns raised by customers in a timely and satisfactory manner.
Quality Assurance: The Vendor shall ensure that all products listed on the platform meet the specified quality standards and accurately reflect the product description provided to customers. Any discrepancies or quality issues reported by customers shall be addressed promptly by the Vendor.
Communication Channels: The Vendor shall maintain open and effective communication channels with the platform’s Customer Service department, providing accurate and timely information regarding product inquiries, complaints, or any other relevant customer-related matters.
Timely Refunds and Exchanges: In cases where a refund or product exchange is warranted, the Vendor agrees to process such requests promptly and in accordance with the platform’s refund/exchange policy.
Training and Support: The platform may provide necessary training and support to the Vendor regarding customer service best practices, dispute resolution, and any platform-specific guidelines to ensure a smooth and satisfactory customer experience.
Customer Data Protection: The Vendor shall handle customer information in compliance with applicable data protection laws and regulations, maintaining the privacy and confidentiality of customer data and using it solely for the purpose of addressing customer inquiries or complaints.
Continuous Improvement: The Vendor commits to continuously improving their customer service processes, taking customer feedback into consideration and implementing appropriate measures to enhance the overall customer experience.
7. Commissions
7.1. As a service provider for the Vendor, ALLSBD.COM Company shall be entitled to receive a commission for each sale of a product on the platform, as outlined in the Commission Schedule unless otherwise agreed upon in special terms.
7.2. The commission fees are calculated as a percentage of the product’s listed price, which includes all applicable taxes.
7.3. These commissions will be deducted by AllsBD during the payout process to the Vendor, as defined under the Payments section.
7.4. AllsBD.com retains the right to modify the percentage commission stated in the Commission Schedule, with a suitable notice period of 14 days given to the Vendor before the changes are implemented.
8. Payments
8.1. Our platform, ALLSBD.COM, is responsible for receiving and processing all payments made by customers for products purchased from Vendors on the platform. We handle these payments on behalf of the Vendors and charge them a service fee for this service.
8.2. Payments to Vendors are made on a weekly basis directly to their designated bank accounts. However, the payment for a specific product will be initiated no earlier than 7 days after successful delivery to the customer. For detailed timelines, Vendors can refer to our platform’s Vendor University.
8.3. To ensure transparency, we provide payment statements with comprehensive payment information on the Vendor Center, our dedicated portal for Vendors.
8.4. All payments are made in the Bangladeshi Taka. If Vendors need to update their bank account information, they can easily do so through the Vendor Center. Payments are transferred online to the bank account specified by the Vendor.
8.5. It is the responsibility of the Vendor to provide accurate and complete bank account information. We cannot be held liable for any payment failures resulting from incomplete or inaccurate information provided by the Vendor.
8.6. In the event that a customer returns a product after a payment has already been issued to the Vendor, we will deduct an equivalent amount from the next payment cycle. The returned product will be returned to the Vendor, following our return policy.
8.7. If a Vendor’s product is lost during transit or mishandled by our logistics partners, we will reimburse the Vendor for the lost product.
8.8. In the case where a Vendor disputes the condition of a returned product (e.g., claiming it is damaged), we will review the case and reimburse the Vendor if the dispute is found to be in their favor. However, ownership of the product will only transfer to us if we decide to retain it for commercial purposes or for insurance and settlement purposes with our logistics partners. It does not imply a transfer of ownership in general.
8.9. We have the right to deduct or withhold any necessary amounts from the Vendor’s payments as required by law, such as duties, taxes, or other applicable charges. These amounts will be remitted to the relevant taxing authorities.
8.10. Any amounts owed by the Vendor to us or any claims made against us by third parties can be set off against the sums due to the Vendor under this agreement or any other contract.
8.11. The Vendor is solely responsible for payment of any customs duties, sales tax, excise tax, value-added tax, or any other applicable duties, fees, or charges imposed by governing authorities. This applies to the sale or supply of their products on our platform and their purchase by customers. We hold no liability in regards to the Vendor’s payment of sales tax on the supply of products to customers through our platform.
9. CONDITIONS OF VENDOR'S WARRANTY
Introduction
9.1. Welcome to our online marketplace, AllsBD.com. As a Vendor on our platform, it is important for you to understand our Vendor’s Warranty Policy. This policy outlines the terms and conditions for providing warranties on the products you sell on our platform.
Agreement Acceptance
9.2. By registering as a Vendor on our platform, you have agreed to abide by our marketplace agreement. The Vendor’s Warranty Policy is an integral part of the Agreement, and as a Vendor providing warranties on AllsBD, you are obligated to comply with the terms and conditions outlined in this policy.
Scope of the Policy
9.4. This Policy governs the provision of warranties for products listed on our platform. AllsBD acts as a facilitator in the sale of products, and the contract of sale is strictly between you and the user. AllsBD is not a party to, or able to control, the sale transaction.
Changes to the Policy
9.5. AllsBD reserves the right to make changes, modifications, additions, or removals to this Vendor’s Warranty Policy without prior notification. It is your responsibility to regularly review this policy for any updates. Your continued use of our platform after changes to the policy will be considered as acceptance of the revised terms and conditions.
Unregistering as a Vendor
9.6. If you do not agree to be bound by this Vendor’s Warranty Policy, you have the option to unregister yourself as a Vendor on AllsBD. By doing so, you will no longer have access to, or be able to use, the facilities of our platform.
We value your participation as a Vendor on AllsBD and encourage you to familiarize yourself with this Vendor’s Warranty Policy. If you have any questions or concerns, please reach out to our customer support team for assistance.
10. The ownership of ideas
10.1. The Vendor guarantees that its import, manufacture, production, sale, distribution, and use of the Products do not violate any Intellectual Property rights, either directly or indirectly. The Vendor also ensures that featuring the Products on the Platform does not infringe any Intellectual Property rights.
10.2. The Vendor commits to AllsBD that it possesses all necessary rights and ownership or is a licensed user of all Intellectual Property related to the Products and their supply. These rights shall not be violated due to marketing, promoting, and featuring the Products on the Platform. AllsBD acknowledges that it will not acquire any rights to the Intellectual Property associated with the Products.
10.3. The Vendor guarantees to AllsBD that it has no knowledge of any claims made by third parties regarding alleged or actual infringement of patents, copyrights, trade secrets, trademarks, trade names, or any other intellectual property rights resulting from the manufacturing, sale, distribution, or use of the Products.
10.4. Both parties agree to release, defend, protect, indemnify, and hold harmless their affiliates, as well as their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, from any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising from alleged or actual infringement of patents, copyrights, trade secrets, trademarks, trade names, or any other intellectual property rights, or any other claims, demands, or actions resulting from the advertising, promotion, manufacturing, sale, distribution, or use of the Products.
10.5. The Vendor is not permitted to use any Intellectual Property owned by AllsBD without obtaining prior written approval from AllsBD.
10.6. Both Parties are prohibited from making any negative, denigrating, or defamatory statements/comments about each other, the brand name, or the Platform. They are also restricted from engaging in any conduct or action that could tarnish the image or reputation of AllsBD or the Vendor on the platform or otherwise dilute or damage any trade marks, service marks, trade names, or goodwill associated with AllsBD or the Vendor
11. Secrecy
11.1. All confidential information, including but not limited to customer data, designs, drawings, specifications, communications (written, oral, electronic, visual, graphic, photographic, observational, etc.), and documents shared between AllsBD and the Vendor, or created by the Vendor for AllsBD during the course of this agreement, are considered intellectual property and confidential to both parties. The Vendor agrees to use such information solely for the purposes outlined in this agreement. The Vendor is obligated to treat this information with the utmost confidentiality, refraining from disclosing it to any third party without prior written consent from AllsBD. Within the Vendor’s organization, the information should only be shared on a need-to-know basis.
11.2. Both parties may require their respective employees and personnel involved in the agreement’s performance to sign individual confidentiality agreements prior to any disclosure. Any existing non-disclosure agreements related to the sale of products under this agreement are explicitly incorporated into the Contract.
11.3. Upon demand or termination of this agreement, both parties are obliged to promptly return any provided information, along with any copies made by either party.
11.4. Both parties are prohibited from publicizing, disclosing, or discussing the existence, content, or scope of this agreement, including any reference to each other or either party’s business, to any third party, through any means or medium (including but not limited to advertising, website references, photographs, articles, press releases or interviews, speeches or programs), without obtaining prior written consent.
12. Compensation
12.1. The Party agrees to release, defend, indemnify, and hold harmless the other Party, 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 or services provided to any customer;
12.1.2. any claim made by any customer based on any contractual agreement;
12.1.3. any defect in the packaging or delivery of a product or service by the Party;
12.1.4. any violation of any applicable laws committed by the Party, including any failure to fulfill tax obligations related to the import, manufacture, production, sale, supply, distribution, or delivery of a product or service;
12.1.5. any negligence or fault, regardless of its nature, by the Party or its affiliates, and any director, officer, employee, contractor, or agent; or
12.1.6. any breach of any warranty or representation made in the agreement.
13. Restrictions On Liability
13.1. The Services provided by the Platform, including all content, software, functions, materials, and information made available in connection with the user’s access and use of the Platform, are provided on an “as-is” basis. The user acknowledges and confirms that they will access and use the Platform at their own risk. To the fullest extent permissible by law, the company disclaims:
- Any warranty that the Platform will meet the user’s requirements or be available, timely, secure, uninterrupted, or error-free. The company will not be liable for any service interruptions, including system failures or other interruptions that may affect the user’s access or usage of the Platform.
13.2. Because the company is not a party to the transactions or disputes between users, if a dispute arises between users, the parties release the company (and its agents and employees) from any claims, demands, and damages 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. The company will not be liable (whether in contract, warranty, tort, or otherwise) to the user or any other person for the cost of cover, recovery, or recoupment of any investment made by the user in connection with the services, or for any loss of profit, revenue, business, or data, or punitive or consequential damages arising out of or relating to the services, even if the company has been advised of the possibility of such damages. Furthermore, the company’s aggregate liability arising out of or in connection with the services will not exceed, at any time, the total fees paid by the user to the company during the prior three-month period, except as provided under specific circumstances.
Specifically, the company disclaims:
(i) Any representations or warranties regarding the services, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
(ii) Implied warranties arising out of the course of dealing, course of performance, or usage of trade.
(iii) Any obligation, liability, right, claim, or remedy in tort, whether or not arising from the company’s negligence.
14. Unforeseen Circumstances
Force majeure, as outlined in clause 14 of the agreement, relieves AllsBD of liability or breach of contract if the delay or failure to perform its obligations is caused by circumstances beyond its reasonable control. These circumstances include:
14.1.1. Natural disasters such as acts of God, explosions, floods, tempests, fires, or accidents; wars or threats of war; sabotage; insurrection; civil disturbances; or requisition.
14.1.2. Actions, restrictions, regulations, bye-laws, prohibitions, or measures imposed by governmental, parliamentary, or local authorities.
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 involving employees of AllsBD or third parties.
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.
In the event of such circumstances, AllsBD has the option to fully or partially suspend delivery or performance until the situation is resolved. During the suspension, AllsBD shall not be held liable for any loss or damage suffered by the Vendor, including the Vendor’s failure to fulfill any contract with a customer.
15. Timing and Conclusion
15.1. This agreement will remain in effect for a period of one year and can be extended automatically unless one of the parties decides to terminate it.
15.2. The Vendor has the right to terminate this agreement by providing a written notice of thirty (30) Days, sent via registered letter with acknowledgment of receipt.
15.3. AllsBD has the right to terminate this agreement immediately by giving written notice to the Vendor if any of the events described in Clause 15.4 occur. In addition to terminating the agreement, AllsBD may also exercise any other legal or equitable rights it possesses.
15.4. The following events will be considered defaults:
15.4.1. The Vendor violates any warranty or representation made under this agreement or any Contract.
15.4.2. The Vendor fails to fulfill any obligation under this agreement or any Contract and does not rectify the situation within seven (7) Business Days after receiving a written notice from AllsBD regarding the breach.
15.4.3. The Vendor passes a resolution for winding up or a court issues an order for the Vendor’s winding up or dissolution.
15.4.4. An administration order is issued in relation to the Vendor, or a receiver is appointed or an encumbrance takes possession of or sells any of the Vendor’s assets.
15.4.5. The Vendor enters into an arrangement or settlement with its creditors in general or seeks protection from its creditors from a court of competent jurisdiction.
15.4.6. The Vendor ceases or threatens to cease carrying on its business.
15.4.7. AllsBD reasonably believes that any of the aforementioned events is likely to occur concerning the Vendor and notifies the Vendor accordingly.
15.5. The termination of this agreement will not affect any Contracts that have already been entered into, and the Vendor will still be obligated to fulfill all Contracts made with Customers.
15.6. Upon termination of this agreement, the Parties will settle all outstanding liabilities
16. Task
Section 16.1 of the agreement states that the Vendor is not allowed to transfer or assign the agreement, any Contract, or any money owed without obtaining prior written consent from AllsBD. In the event that consent is granted, such an assignment by the Vendor will not increase or modify AllsBD’s obligations, diminish AllsBD’s rights, or release the Vendor from any of its obligations under the agreement or any Contract.
In accordance with Section 16.2, AllsBD retains the right to assign the agreement, either in its entirety or partially, to any party, including its affiliates.
Section 16.3 requires the Vendors to promptly inform AllsBD in writing about any changes in their ownership or organization, as well as any alterations in the manufacturing or production of the Products provided under the agreement.
17. Notices
Clause 17.1 of the agreement stipulates that any communication or correspondence exchanged between the Parties must be documented in written form.
18. The Parties' Relationships
18.1. The relationship between the Parties under this agreement is strictly limited to that of a commission agent and Vendor. This agreement does not establish a partnership, joint venture, franchise, sales representative, or employment relationship between the Parties. AllsBD bears no liability towards the Vendor beyond what is expressly stated in this agreement as a commission agent.
19. Alterations
19.1. The Vendor acknowledges and agrees that AllsBD reserves the right to modify, amend, or change the General Terms and Platform Policies. These modifications, amendments, or changes will become effective and binding on the Vendor once they are posted on the Vendor Center or on the Platform. It is the Vendor’s responsibility to regularly review these locations and stay informed about any applicable changes or notices. The Vendor should frequently visit the Vendor Center to review the current agreement, including the Platform Policies. AllsBD will also notify the Vendor of any modifications via email. By continuing to access and use the Platform and Vendor Center after AllsBD has posted any changes, the Vendor indicates its acceptance of such modifications or changes.
19.2. After receiving notification of the modifications, the Vendor will have a period of fourteen (14) days to either accept all the modifications or express disagreement through the Vendor Center or via email. If the Vendor does not respond within this timeframe, it will be considered as an agreement on the Vendor’s part.
20. Others
MODELS OF COMPLETION:
When becoming a Vendor on the platform, AllsBD offers two different fulfillment models to choose from: Dropship or AllsBD Express. By default, Vendors operate on the Dropship model upon creating an account on Vendor Center. However, if Vendors wish to switch to the AllsBD Express model, they can apply for it by contacting their dedicated account manager or reaching out to the Vendor Support Center.
Important Clauses:
20.1. Error Correction: Any errors, including typographical, clerical, or omissions found in AllsBD’s acceptance, invoices, or other documents, can be corrected without AllsBD incurring any liability.
20.2. Waiver: AllsBD’s waiver of a breach of this agreement by the Vendor does not constitute a waiver of any subsequent breaches or any other provisions.
20.3. Invalidity of Provisions: If any provision of this agreement is deemed invalid or unenforceable, either partially or wholly, by a competent authority, it does not affect the validity of the remaining provisions of the agreement.
20.4. Rights of Third Parties: Individuals or entities who are not party to this agreement, including employees, officers, agents, representatives, or subcontractors of either party, do not have the right to enforce any terms of this agreement without prior written agreement from all involved parties.
20.5. Governing Law: This agreement is governed by the laws of Bangladesh, and the parties involved agree to submit to the exclusive jurisdiction of the competent courts.
20.6. Legal Proceedings: AllsBD has the right to initiate legal proceedings to protect its confidential information or any exclusivity rights mentioned in this agreement through injunctive or other equitable relief.
21.Drop-shipping
21.1. Inventory Treatment:
The Vendor is required to maintain accurate inventory records for all products listed on the platform. They must update the inventory information on the Vendor Center daily. If the Vendor anticipates that any product may go out of stock, they must promptly update the inventory information on the Vendor Center to reflect the availability status. Failure to update the inventory information correctly may result in orders being placed for out-of-stock products, leading to order cancellations and penalties for breaching platform policies.
21.2. Order Processing and Packaging:
Once an order is received for the purchase of products, AllsBD will forward the order details to the Vendor through the Vendor Center. The Vendor is responsible for processing and packaging each order within the specified handling time, as determined by their ranking within the Customer Protection Policy. In case of any delays, the Vendor must inform AllsBD immediately via email. The Vendor bears the costs associated with packing the products and must adhere to the packaging guidelines provided. Failure to comply with the guidelines may result in order cancellations, penalties, and possible delisting. The Vendor is required to print and pack the invoice, shipping label, and returns form generated through the Vendor Center with the shipment package.
21.3. Shipping and Order Fulfillment:
The Vendor retains ownership of the sold products until they are successfully delivered to the customer. If a product is returned or rejected by the customer, ownership reverts to the Vendor. The Vendor acknowledges that neither the third-party logistics provider (3PL) nor AllsBD will be liable for any loss incurred due to confiscation of shipments by government agencies or for any taxes and duties imposed. The 3PL and AllsBD reserve the right to inspect shipments without prior notice. The Vendor is responsible for ensuring the correct products are sent to customers and that all parcels are accompanied by the required forms to comply with governmental regulations. Packages marked as “canceled” on the Vendor Center should not be handed over to the 3PL or AllsBD Hub for shipment. Continuous abuse of this policy may result in the delisting of the Vendor’s shop.
21.4. Cancellations, Rejections, Returns, and Refunds:
Customers have the option to cancel an order before it is shipped. If a customer cancels an order before it is marked as shipped, the Vendor should not dispatch the canceled order. If a customer has pre-paid for a product and cancels the order before shipment, AllsBD may provide a refund to the customer. In cases where a product cannot be delivered to the customer, AllsBD may charge the Vendor for the shipping cost. The Vendor is generally required to accept returns for defective/damaged products, incorrect products, incomplete products, or when the customer changes their mind or no longer needs the product (subject to certain categories). The returned products may be subject to quality control checks at AllsBD’ Fulfilment Center. In case of a dispute regarding the condition of the delivered product, the Vendor agrees to abide by AllsBD’ inquiry and decision. The Vendor may be responsible for the cost of shipping the replacement product to the customer. The Vendor must comply with the Return Policy, which prevails in case of any conflicts.
21.5. Additional Services:
AllsBD offers additional services such as pick-up and packaging/processing (cross-dock). The pick-up service allows AllsBD to collect the processed package from the Vendor before dispatching it to the end customer. A pick-up fee may be charged, which will be deducted from the Vendor’s payments. The packaging and processing (cross-dock) service involves AllsBD taking responsibility for processing and packaging an order once the products are handed over by the Vendor. AllsBD may charge a cross-docking fee, which will also be deducted from the Vendor’s payments.
For the latest charges associated with these additional services, Vendors can refer to AllsBD’s information.
22. AllsBD Express
22.1. Inventory Treatment:
When a Vendor chooses to operate through AllsBD Express, they must agree with AllsBD on the type and quantity of products to be delivered to the Fulfillment Center. If the Vendor is unable to deliver the products themselves, they can request AllsBD to pick them up from their premises or another designated location, subject to a fee charged by AllsBD. The Vendor must deliver the products to the Fulfillment Center within the agreed timeline. Changes to the type and quantity of products require a five-day notice. The Vendor must provide accurate product information, including unique codes, prices, and labeling, and produce a packing list upon delivery. AllsBD conducts a quality check on the products, accepting only those that pass. The products are stored at the Fulfillment Center at the Vendor’s risk, and storage fees may apply. The Vendor must not create any security interest over the stored products. If AllsBD decides to stop featuring any products, they will be returned to the Vendor. AllsBD may move products among different Fulfillment Centers as needed.
22.2. Order Processing and Packaging:
Upon receiving an order through the platform, AllsBD takes responsibility for dispatching and delivering the products to the customer. As agreed, AllsBD may handle the packing on behalf of the Vendor and include branding materials. The Vendor acknowledges this and that AllsBD may use stickers to identify products sold through the platform.
22.3. Shipping and Order Fulfillment:
The Vendor retains ownership of the sold products until they are successfully delivered to the customer. If a product is returned or rejected by the customer, ownership reverts to the Vendor. AllsBD is responsible for dispatching and delivering sold products from the Fulfillment Center to the customer, following packaging and shipping rules. The Vendor is responsible for ensuring the correct products are sent, and proper forms accompany each parcel. Neither the third-party logistics (3PL) nor AllsBD is liable for losses due to confiscation by government agencies.
22.4. Cancellations, Rejections, Returns, and Refunds:
Customers can cancel orders before shipment. AllsBD can provide refunds to customers who pre-paid for products and cancel before shipment, or if the product is rejected or returned. If a product cannot be delivered, AllsBD may charge the shipping cost to the Vendor. Rejected products are incorporated back into the Vendor’s inventory. The Vendor accepts returns for defective/damaged products, incorrect products, incomplete products, and when customers change their mind (for certain categories). The product must meet specific conditions, and the Vendor may be billed for the cost of shipping returns.
In case of returned products, AllsBD conducts quality control checks to determine the validity of the customer’s claim. If the claim is invalid, the product is returned to the customer. In case of disputes over product condition, the Vendor agrees to be bound by AllsBD’s inquiry and decision. Returned products are reincorporated into the Vendor’s inventory. If a replacement is requested, AllsBD can send it to the customer, and the Vendor may be billed for the shipping cost. The Vendor agrees to comply with the Return Policy, which prevails in case of conflicts.