This present agreement is established in order to set up a contractual relationship by and between:

Shop Ratna Online

AND

The Seller (hereinafter referred to as “Seller”), a sole proprietor/ company, validly registered pursuant to the laws of Nepal. Shop Ratna Online and Seller are here in after referred to collectively as the “Parties” and individually as a “Party”).

GENERAL TERMS

SCOPE

1.1. Shop Ratna Online is in the business of providing services to facilitate Ecommerce via its online marketplace at Shop Ratna Online – a platform that enables Customers and Sellers to transact online. The Seller wishes to sell Products on the online marketplace platform provided by Shop Ratna Online. Shop Ratna Online offers multiple services to facilitate sales via its online platform. The Seller appoints Shop Ratna Online as its Marketplace agent under the terms & conditions set hereunder.

1.2. This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.

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

1.4. Every transaction of the Seller on Shop Ratna Online’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 Shop Ratna Online. This agreement will be considered valid as soon as the Seller electronically accepts it.

1.5. The service provided by Shop Ratna Online is limited to referring customers to the Seller and accepting orders and payments on their behalf as well as supporting, but not limited to, a range of logistics and marketing services, to be requested and purchased by the Seller. This support is covered within the agreed level of marketplace fee and any additional service fees.

1.6. Shop Ratna Online may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.

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

1.8. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Shop Ratna Online’s services, platform policies will evolve and change over time (with notice to the Seller). The Seller’s use of the platform and access to the Seller Dashboard is subject to this agreement and the latest platform policies available on Shop Ratna Online.

1.9. In order to maintain its reputation for quality and high service standards, Shop Ratna Online reserves the right to delist the Seller and to terminate the relationship with the Seller based on Shop Ratna Online’s internal quality assessment of the Seller.

1.10. Notwithstanding any clauses in this agreement, this contract is to be read in line with the Seller Code of Conduct. Any breach in the Seller Code of Conduct would automatically constitute a breach of contract within this agreement. In any event where the Seller Code of Conduct is amended, Shop Ratna Online shall inform the seller of the said amendment.

1.11. The person agreeing to these terms is either the Seller or an Authorized Representative of the Seller, and is permitted to enter such an agreement.

ACCESS TO PLATFORM AND SELLER DASHBOARD

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

2.2. The Seller is responsible for maintaining up to date information pertaining to their business on Seller Dashboard such as, but not limited to, address and bank account number. Shop Ratna Online 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 Shop Ratna Online from any damages or injury resulting from any unauthorized use of its password.

2.4. The Seller shall complete a training module in order to be ready for operating on the Platform. The seller must pass this training and implement the learnings in their operations in order to start selling via Shop Ratna Online.

FEATURING PRODUCTS ON THE PLATFORM

3.1. Shop Ratna Online shall feature the Seller’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Seller and not by Shop Ratna Online.

3.2. Shop Ratna Online may offer additional promotions/discounts over and above a Sellers Listed Price via multiple channels and the Seller agrees that this does not constitute a change in the ownership of the Product(s). Any Marketplace Fee charged on such a transaction will however be upon the Sellers Listed Price. 

3.2.1 The Marketplace Fee for any promotion/discounts offered by the Seller will be upon the Discounted Price i.e. the promotion/discount deducted on the Sellers Listed Price.

3.3. The manner in which the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of Shop Ratna Online.

3.4. Any particular Product(s) featured on the Platform may be delisted by Shop Ratna Online if sale of that Product would contravene any law or the Seller breaches any of its obligations under this agreement and in such case, the Seller shall be notified immediately.

3.5. Seller shall provide Shop Ratna Online with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Seller will be responsible for listing their own products. Shop Ratna Online will upload only for the Seller if bulk file is provided.

3.6. Shop Ratna Online reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.

3.7. Featuring any Product on the Platform shall constitute an offer of sale on display by the Seller to all persons using the Platform.

3.8. Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed 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 seller dispatches the item. The terms of the contract are offered by the Seller, are agreed to by the Customer, and have no relation with Shop Ratna Online.

3.9. Shop Ratna Online will not be responsible for, and will not resolve or mediate any disputes between the Seller and a Customer.

3.10. All Contracts entered into between the Seller and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.

SELLER PERFORMANCE

4.1. Shop Ratna Online may, at any time, delist, downgrade or upgrade the Seller depending on commercial and operational performance without any prior notice to the Seller.

4.1.1 An overall cancellation rate of 3 % on orders fulfilled from the seller will lead to delisting the seller dashboard for two weeks and constitute the first warning. An overall cancellation rate of  6 % will lead to suspension of account. 

4.2. Upon delisting, the Seller may need to go through the training module again in order to re-list on Shop Ratna Online’s Platform.

4.3. Seller agrees to indemnify Shop Ratna Online if Sellers breaches Shop Ratna Online policy, fails to follow guideline prescribed by Shop Ratna Online or fail to satisfactorily perform. Offences that can lead Seller to indemnify Shop Ratna Online to include, but are not limited to, the following:

Selling counterfeit and illegal Products.

Slow fulfilment of orders.

Cancellations and orders out of stock.

Dispatching order without PAN bill.

High rate of return on products.

SELLER OBLIGATIONS TO CUSTOMER SERVICE

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

5.2. On receiving Seller’s response to any question or complaint, Shop Ratna Online shall promptly forward the response to the Customer.

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

MARKETPLACE FEE

6.1. As an agent for the Seller, Shop Ratna Online shall be entitled to receive Fees for the sale of each Product on the Platform, as stipulated in the Marketplace Fees unless specified otherwise in any special terms agreed upon.

6.2. The Marketplace Fees are calculated as a percentage of the Listed Price or Discounted Price inclusive of all applicable taxes.

6.3. These Marketplace Fees are deducted by Shop Ratna Online when making a payout to the Seller defined under Payments.

PAYMENTS

7.1. Shop Ratna Online shall receive and process all payments for Products purchased on the Platform on behalf of the Seller. Shop Ratna Online shall make payment of the amount of the Listed Price for the Product(s) received from a Customer after deducting its Marketplace Fee for the sale of the Product(s).

7.2. The payments will be made to the Seller if payment related to any Product shall be initiated not less than seven (07) days after the Product has been successfully delivered to the Customer. The payment shall be made in cash or by digital wallet specified by the Seller.

7.3. Shop Ratna Online will ensure payment statements are available on the Seller Dashboard with all relevant payment information.

7.4. All payments will be made in Nepalese Rupees.

7.5. The Seller agrees that Shop Ratna Online shall not be liable for any failure to make timely payments arising due to incomplete or inaccurate information provided by the Seller with regards to its Bank Account. Any tax liabilities or related fee(s) or indemnification amount arising from products sold by the Seller or funds related to those products received from Shop Ratna Online in a Seller’s business or personal bank accounts under tax or any other prevailing law shall be at the sole risk of the Seller.

7.6. In case a Seller’s Product is lost by Shop Ratna Online during transit or handling, Shop Ratna Online will reimburse the Seller for the Product in question.

7.7. In case the Seller raises a dispute about the condition of a returned Product (e.g. Product is damaged), Shop Ratna Online will reimburse the Seller for the Product in question given the case is reviewed and accepted by Shop Ratna Online in favor of the Seller. The Seller will need to pick up the returned product at Shop Ratna Online. If the Seller, refuses to accept returned Product, for a period of thirty (30) days after Shop Ratna Online has notified the Seller that it wishes to return said Product to the Seller, then upon completion of this thirty (30) day period, Shop Ratna Online shall be entitled to dispose of and/or destroy the Product, under the sole discretion of Shop Ratna Online. Seller agrees that it shall not initiate any claims in relation to the payments of the disposed goods. However, the Parties hereby acknowledge and agree that the title of said Product (and ownership thereunder, as well as all legal liabilities that flow from such title and ownership) shall never pass to Shop Ratna Online and shall remain with the Seller at all times, and the Seller has only granted Shop Ratna Online the irrevocable license to destroy or dispose of the property after the passage of the thirty (30) day period prescribed in this Clause 8.8.

7.8. Shop Ratna Online 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.

7.9. Any sums due to the Seller hereunder may be applied by Shop Ratna Online as a set off against any sums owed by the Seller to Shop Ratna Online, or against any claims of third parties against Shop Ratna Online arising from the Seller’ performance, whether under this agreement, any Contract or other document.

7.10. 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 Shop Ratna Online shall have no liability in this regard.

WARRANTIES

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

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

8.3. Be of merchantable quality and fit for the purpose(s) intended.

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

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

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

8.7 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 Shop Ratna Online against the consequences of any such violation.

8.8 All information, including but not limited to all information furnished to Shop Ratna Online with regards to the Products is accurate and up-to-date.

CONFIDENTIALITY

9.1. 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 Shop Ratna Online, or produced or created by the Seller for Shop Ratna Online hereunder are the intellectual property of, and confidential to Shop Ratna Online 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 Shop Ratna Online, and shall be disclosed within the Seller’s organization only on a need-to-know basis.

9.2. 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.

9.3. 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.

INDEMNIFICATION

10.1. Each Party agrees to indemnify, defend and hold the other Party harmless and keep it indemnified from and against all direct losses, damages, penalties, costs, expenses and charges imposed on or incurred by the other Party as a result of any claims, demands, litigations, law suits and/or legal proceedings by a third party arising out of any act(s), omission(s), non-compliance or breach by the defaulting Party, including its officers or employees, of this Agreement or of directives, rules, regulations, instructions, or orders of any statutory, regulatory or municipal authority or any other applicable laws or third-party agreements, in the running, operation, maintenance and conduct of activities pursuant to this Agreement.

10.2. The Seller agrees to release, defend, indemnify and hold harmless Shop Ratna Online, 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:

10.2.1. Any defect in Products sold to any Customer;

10.2.2. Any claim made by any Customer on the basis of any Contract;

10.2.3. Any defect in the packaging or shipping of a Product by the Seller;

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

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

10.2.6. Any breach in any warranty or representation made herein.

10.3. You hereby expressly release Shop Ratna Online  of its officers and representatives from any cost, damage, liability or other consequence of any of the actions/inactions of the customers or other service providers and specifically waiver any claims or demands that you may have in this behalf under any statute, contract or otherwise.

LIMITATION OF LIABILITY

11.1. The Platform and Seller Dashboard, 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 Dashboard, are provided “as-is.” The Seller acknowledges and confirms that it shall access and use the Platform and the Seller Dashboard at its own risk.

11.2. Because Shop Ratna Online is not a party to the contracts between customers and sellers, if a dispute arises between them, the customer and seller release Shop Ratna Online (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.

11.3. Shop Ratna Online 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 Shop Ratna Online has been advised of the possibility of those costs or damages. Further, Shop Ratna Online’s 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 Fees during the prior three-month period paid by the seller to Shop Ratna Online.

DURATION & TERMINATION

12.1. This agreement remains valid for one year extendable by tacit agreement until one of the parties terminates it.

12.2. The Seller or Shop Ratna Online may terminate this agreement by means of thirty (30) Days’ notice by registered letter or email with acknowledgement of receipt from Shop Ratna Online.

RELATIONSHIP OF THE PARTIES

13.1. Nothing in this agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the Parties or impose any liability on Shop Ratna Online in relation to the Seller beyond that specifically expressed in this agreement.

MODIFICATIONS

14.1. The Seller acknowledges and agrees that Shop Ratna Online may at its sole discretion modify, amend or change any of the General Terms and Platform Policies and such modified, amended or changed General Terms and Platform Policies shall come into force and be binding on the Seller upon the posting of such changes on Seller Dashboard or on the Platform, and the Seller is responsible for reviewing these locations and informing itself of all applicable changes or notices. Shop Ratna Online will inform the Seller of any modification via email. The Seller’s continued access and use of the Platform and Seller Dashboard after posting of any changes by Shop Ratna Online shall constitute its acceptance of such changes or modifications.

14.2. The Seller will then have fourteen (14) days to accept any and all modifications or communicate disagreement via the Seller Dashboard or via Email. If there is no response from the Seller it will count as an agreement on the Sellers part.

MISCELLANEOUS

15.1. Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of Shop Ratna Online shall be subject to correction without any liability on the part of Shop Ratna Online.

15.2. No waiver by Shop Ratna Online of any breach of this agreement by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.

15.3. If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected thereby.

15.4. No person who is not a party to this agreement (including any employee, officer, agent, representative or sub-contractor of either party) shall have any right to enforce any terms of this agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Parties.

15.5. Shop Ratna Online shall be entitled to commence legal proceedings for the purposes of protecting its confidential information or any exclusivity rights, as contained in this agreement, by means of injunctive or other equitable relief.

FULFILLMENT MODELS

16.1. The Seller has a choice between two different Fulfilment Models (Drop-off or Pick-up). Drop-off means the seller will require to deliver their order to Shop Ratna Online. Pick-up means Shop Ratna Online will pick-up the order from the Seller’s business address. Different marketplace fee shall be charged depending on type of fulfilment (refer to table).

16.1.1. The Seller is obliged to maintain an inventory of all products featured on the Platform and update its true inventory through the Seller Dashboard on a daily basis.

16.1.2. In the event that the Seller reasonably anticipates that any Products sold on the Platform may go out of stock, it shall immediately update the inventory information in the Seller Dashboard.

16.1.3. If an out of stock Product is shown as in stock on the Platform due to the Seller’s inability to update the correct inventory information for that Product on the Seller Dashboard and a Customer places an order for the Product, the order may be cancelled and the Seller shall indemnify Shop Ratna Online for breaching Platform Policies.

Order Processing and Packaging:

16.2.1. Upon receipt of an order for the purchase of Products, Shop Ratna Online shall forward the order and furnish the Seller with details relating to the ordered Product(s) via the Seller Dashboard, including the Seller’s product or bar code relating to the Product(s) and any other details required to fulfill the order – as provided by the Customer. Order Status on the Seller Dashboard will be depicted as Processing and is a confirmation of an order placed by a Customer.

16.2.2. The Seller shall be obliged to process each order in One Business Day. In case of any delay, either materialized or foreseen, the Seller shall immediately inform Shop Ratna Online.

16.2.3. The seller must include a PAN/VAT invoice for the transaction. Seller hereby agrees to indemnify Shop Ratna Online in the circumstances where PAN/VAT invoices are missing.

Shipping and Order Fulfilment:

16.3.1. Seller shall remain sole and undisputed owner of the sold Product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any Product is returned or rejected by a Customer, the title and ownership of the Product shall, immediately upon return or rejection, revert to the Seller who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Shop Ratna Online.

16.3.2. The Seller acknowledges and agrees that:

Shop Ratna Online shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.

Shop Ratna Online shall have the right but not the obligation, to inspect any shipment without prior intimation to the Seller for checking the contents. The Seller is responsible for ensuring the correct Product(s) are sent to Customers.

All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.

No package will be handed to Shop Ratna Online if the order / item status is marked as “cancelled” on Seller Dashboard prior to its shipment.

The Seller acknowledges that Shop Ratna Online shall not liable to pay for any payment(s) of any cancelled packages to the Customer.

For avoidance of doubt continuous abuse of this policy shall result in the seller’s shop being delisted by Shop Ratna Online.

16.4. Cancellations, Rejections, Returns and Refunds

16.4.1. The Seller agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer. The seller shall not dispatch any cancelled status orders for shipment to Shop Ratna Online. Any such shipment and liability associated with the same shall remain the Sellers responsibility at all times.

16.4.2. The Seller authorizes Shop Ratna Online to provide the Customer with a refund where the Customer has pre-paid for the Product and he/she cancels the order before it has been shipped or the Product is rejected and/or the Product is returned.

16.4.3. Unless stated otherwise in the Return Policy in relation to any particular category of  Products, the Seller will accept returns of Products in the following cases:

Defective/Damaged Product.

Incorrect Product

Incomplete Product

Counterfeit Product.

Prohibited Item.

16.4.4. In case of a return, Shop Ratna Online may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to Shop Ratna Online.

16.4.5. In case of returned products, Shop Ratna Online protects the Seller by conducting a quality control check to determine the validity of the Customer’s return claim. If the quality control identifies the customers return claim is invalid, for whatever reason, the Product is sent back to the Customer.

16.4.6. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Seller agrees that it shall be bound by Shop Ratna Online’s inquiry into and decision as to the condition of the Product at the time of delivery.

16.4.7. Shop Ratna Online may, at its discretion, bill the Seller for the cost of shipping the replacement Product to the Customer.

16.4.8. The Seller agrees to be bound by and act in accordance with the Return Policy. To the extent that there is any conflict between the Return Policy, the Return Policy shall prevail.