Dalday Seller Agreement

GENERAL TERMS

1. Extent

1.1. Dalday is ecommerce services provider through it’ss online marketplace at Dalday.com and Apps on Google Play and Apple’s App Store – the platforms, enables Customers and Sellers to transact online. The Seller desires to sell Products on the online marketplace platforms provided by Dalday.

Dalday offers multiple services to facilitate sales via its online platform including apps. The Seller appoints Dalday as its commission agent under the terms & conditions set hereunder.

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

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

1.4. The service provided by Dalday is limited to referring customers to the Seller and accepting orders and payments on their behalf as well as supporting, but not limited to, a range of logistics and marketing services, to be requested and purchased by the Seller.

1.5. Dalday may use the services of any thirdparty to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.

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

1.7. The platform policies are to be read into and incorporated as an integral part of this agreement which may evolve and change over time. The Seller’s use of the platform and access to the Seller Center is subject to this agreement and the latest platform policies available on Dalday.

1.8. In order to maintain its reputation, Dalday reserves the right to delist the Seller and to terminate the relationship with the Seller based on Dalday internal quality assessment of the Seller as governed by Dalday Customer Protection Policy.

2. INGRESS TO PLATFORMS

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

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

2.3. The Seller shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Seller is solely responsible for any use of or action taken under the password and shall fully indemnify Dalday from any damages or injury resulting from any unauthorized use of its password.

2.4. Every message sent to the Seller through his registered email in the Seller Center account or via Seller Center which did not receive an answer or written objection within 72 hours will be worth agreement between Dalday and the Seller.

3. SELLER CONDUCT

3.1 The Seller agrees to not upload any such product, image or information/description against any local or international law and Islamic values and to respect and follow Dalday’s Compliance Policy to operate their shop smoothly and avoid the consequences of breaching the policy.

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

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

3.3.4. Dalday may impose financial penalties on violation of Dalday any policy and these financial penalties may be deducted from the payout released to the Seller as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:

(a). High rate of return on products

(b). Lack of respect of packaging guidelines

(c). Cancellations and orders out of stock

(d). Slow fulfilment of orders

(e). Selling counterfeit and illegal Products

4. SELLER COVENANT TO CUSTOMER SERVICE

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

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

5. PROMOTION OF PRODUCTS ON DALDAY PLATFORMS

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

5.2. Any particular Product(s) featured on the Platform may be delisted by Dalday if sale of that Product would contravene any law or the Seller breaches any of its obligations under this agreement.

5.3. Seller shall provide Dalday with the Required true and in line with the actual physical Product Information in the prescribed format. The Seller will be responsible for listing their own products.

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

5.5. Where at the request of the Seller, Dalday may assist for the promotion of the Product(s) for display on the Platform, and may charge a Fee. and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s) in addition to any other amounts it is entitled to deduct under this agreement.

5.6. Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product and a binding contract shall come into force between the Customer and the Seller. The order is considered legally confirmed once the item is dispatched by the seller. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with Dalday.

5.9. Dalday will not be in anyway responsible for, resolve or mediate any disputes between the Seller and a Customer.

6. SETTLEMENTS

6.1. Dalday shall receive and process all payments for Products purchased on the Platform on behalf of the Seller. Dalday shall make payment of the amount of the Listed Price for the Product(s) received from a Customer, for the sale of the Product(s), less any service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.

6.2. The payments will be made to the Seller on a bi-monthly basis to the Bank Account, provided that payment related to any Product shall be initiated not less than 15 days after the Product has been successfully delivered to the Customer.

6.3. Dalday will ensure payment statements are available on the Seller Center with all relevant payment information.

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

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

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

6.7. In case a Seller’s Product is lost by Dalday and/or Shipping Partner during transit or handling, Dalday will reimburse the Seller for the Product in question.

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

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

6.10. 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 Dalday shall have no liability in this regard.

7. WARRANTIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7.1.15.Dalday may at any point require the Seller to provide any financial, business or personal information for any purpose whatsoever, and the Seller shall provide the same to Dalday within ten (10) Business Days of such request being made.

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

8. CONFIDENTIALITY

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

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

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

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

9. INTELLECTUAL PROPERTY

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

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

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

9.4. The Seller shall not be entitled to use any Intellectual Property belonging to Dalday without Dalday prior approval in writing.

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

10. INDEMNIFICATION

10.1. The Seller agrees to release, defend, indemnify and hold harmless Dalday, 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:

(a). any defect in Products sold to any Customer;

(b). any claim made by any Customer on the basis of any Contract;

(c). any defect in the packaging or shipping of a Product by the Seller;

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

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

(f). any breach in any warranty or representation made herein.

11. LIMITATION OF LIABILITIES

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

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

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

(c) Any Obligation, Liability, Right, Claim Or Remedy In Tort, Whether Or Not Arising From Dalday Negligence. Dalday Does Not Warrant That The Functions Contained In The Platform And Seller Center Will Meet The Seller’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And Dalday Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.

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

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

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