Seller Terms and Conditions

Updated on 03-Mar-2020

1. INTRODUCTION
   • Welcome to Xpressmall! Throughout the site, the terms “we”, “us” and “our” refer to Xpressmall. These Seller Terms and Conditions (“Seller Terms”) set out how you (Seller) may use our Services to sell your Products. In order to sell Products, you must create a valid Seller account in which you will be able to sell your Products. These Seller Terms apply in addition to all our other terms (including our “Terms of Service”, “Refund Policy” and “Privacy Policy” (available on the Site and revised from time to time)). By accessing, registering as a Seller and/or using or accessing our Services, you are agreeing to be bound by and comply with these Seller Terms.
   • The owner and operator of the Site is Xpressmall Technologies LLC, a private limited company registered in Bangladesh (“BD”) under license number 84799.
2. OUR SERVICES
   • The Site is an electronic platform in the form of an electronic marketplace and an intermediary that (a) provides a platform for Sellers to advertise, exhibit, make available and offer to sell various Products to other Users (who are buyers/customers), and (b) a platform for such other users to accept the offer to sell of the Products made by the sellers on the Site and to make payments to the sellers for purchase of the Products.
   • We reserve the right to control the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all products in our sole discretion. We may, in our sole discretion, withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your sale transactions if we consider it necessary for legal purposes or to ensure compliance with these Seller Terms.
3. SELLER ACCOUNT, PASSWORD, AND SECURITY
   • In agreement with the instructions on the Site, you will need to create a Seller Account with us in which you will be able to use our Services to sell Products. We do not provide Services to individual Sellers. If you are a business, you will need to provide valid and authentic legal documents as we may specify (in accordance with Applicable Laws in Bangladesh) and/ or as may be requested by us through the Site or your Seller Account.
   • We may assist you with the creation of a Seller Account (if required). If you choose, or you are provided with a username, password or any other information as a part of security procedures, you must treat such information as confidential. You are fully responsible for all activities that occur under your Seller Account. You agree to (a) immediately notify us of any unauthorized use of your Seller Account Information or any other breach of security, and (b) ensure that you exit from your Seller Account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section. You may be held liable for losses incurred by us or any other user of or visitor to the Site due to authorized or unauthorized use of your Seller Account as a result of your failure in keeping your Seller Account Information secure and confidential.
   • You shall ensure that the Account Information provided by you in the Site's registration form is complete, accurate and up-to-date. Use of another user's Account Information for availing the Services is expressly prohibited.
   • If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Seller Account and refuse any and all current or future use of the Site / Services (or any portion thereof).
   • Depending upon whether you are a seller or a buyer or another user who otherwise wishes to use the Site, and the nature of Services you wish to avail from the Site, you may be required to provide certain personal information and we may collect certain personal information. Your provision of, and our collection, storage, use, disclosure and otherwise dealing of such personal information shall be governed by our privacy policy, which is available at https://xpressmall.com/policies/privacy-policy.
4. FEES AND PAYMENTS
   • The fees applicable for using our Services are set out on the Site https://xpressmall.com/pages/selling-fees-structure and the details may vary in the future.
5. SELLER OBLIGATIONS
   • You are obligated to read the Seller Terms and specifically pay attention to the information required for creating a Seller Account and responsibilities you need to follow to use our Site.
   • You agree to use the Services, Site and the Content provided therein only for purposes that are permitted by Seller Terms and any applicable law.
   • Furthermore, you agree to:
     • Provide Xpressmall with an updated copy of your trade license (if you are a business);
     • Supply products that do not cause personal injury;
     • Package and transport products safely and in such a way that the risk of damage to the product is minimized;
     • Obtain all documents, permits, and consents necessary to deliver the product;
     • Arrange the collection of products that are required to be returned, replaced or exchanged or otherwise rejected by us at the quality control phase;
     • Remain responsible for after-sales, warranties/guarantees, maintenance, and defects;
     • Comply with our instructions regarding your products or the use of our Services, including the removal of product listings that violate the intellectual property rights of a third party, the arrangement of delivery to our warehouse or the collection of returns or similar matters;
     • Send us your registration details of value-added tax (“VAT”) and any additional information requested by us. All registration details or information requested must be accurate and correct and your pricing must be updated to reflect VAT. Any products purchased by the buyer on the Site are subjected to VAT;
     • Provide all necessary assistance to enable us to fulfill our obligations to the buyers under the Terms of Service and you agree (i) to accept a returned product where the buyer has the right to return a product under the Return Policy; (ii) replace or exchange a product returned by the buyer in accordance with our Return Policy and ensure that replacement or exchange is within a reasonable period of time to enable us to fulfill our obligations under the Return Policy; and (iii) do everything necessary to reimburse the buyer to ensure that we meet our reimbursement obligations under our Return Policy.

6. CANCELLATION & RETURNS
   • You agree that you may be charged up to 100% of the price of a product if you refuse to accept and fulfill an order because: (a) the product is out of stock on your side, although it is listed on your Seller Account; or it is listed on the Site but is out of stock; and (b) you have submitted an incorrect product price on your account.
   • We have the right, upon receipt from you, to reject a product if (a) it is damaged; (b) it does not comply with our packaging, quality or other requirements; (c) it does not contain the required documentation; or (d) it does not comply with these Seller Terms or any applicable law.
   • We have the right to dispose of or otherwise do as we please with your product if you do not arrange to pick-up in the case of rejection by us in a quality control phase, or return by a customer within thirty days (30 days) from the date we notify you of the rejection or return.
   • The title of the products shall remain with the Seller until the delivery to our customer is successful and complete or upon return to the Seller. We will not have the title to products during the provision of our Services.
   • We will raise invoices and credit notes on your behalf to facilitate transactions between you and the buyer on the basis of the VAT registration details you provide in accordance with the clause mentioned in Seller Obligations.
   • You do not have the permission to contact any customer using email, telephone or any other commutation method for confirming orders or fulfillment of your products or for any other reason.
7. INTELLECTUAL PROPERTY
   • Xpressmall has the right to use, copy, distribute, modify and disclose to third parties any content, trademarks, materials or product images that you upload to the Site (and the Seller permits that it is entitled to grant this license).
   • You hereby grant us a non-exclusive, royalty-free, sub-licensable, transferrable, assignable, perpetual, irrevocable right and worldwide license to use reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner your trademarks and other intellectual property you may provide to us in order for us to provide the Services to our end users.
8. SELLER WARRANTIES AND REPRESENTATIONS
   • You represent and warrant that:
     • You have full power and authority to enter into these Seller Terms, perform your obligations, comply with all applicable laws, statutes, and regulations, including, without limitation: (i) anti-corruption, anti-bribery, anti-counterfeit, export control and sanctions laws; (ii) consumer protection laws; (iii) import rules; (iv) customs duties and applicable taxes;
     • You guarantee that your products: (i) conform to the applicable quality and safety standards; (ii) are not defective or damaged; (iii) are not used or refurbished; (iv) are original, new and unused;
     • You have all the necessary legal documents, licenses, authorizations, permissions, consents, proprietary rights and permits required to list your products (in our Site) and sell your products in Bangladesh;
     • You provide dimensions and weight of the product(s) accurately. You will be charged with additional costs if that might be the case.
   • The Services provided to you are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
   • We do not warrant that product description, price, and other content on the Site is accurate, error-free, reliable and current even though we do our best to provide details as accurate as possible. Furthermore, you will not hold our content or us responsible for inaccuracy. Therefore, it is your responsibility to review your listings on our Site.
9. COUNTERFEITS OR REFURBISHED PRODUCTS
   • Our Site is strictly focused on original and new products only. Therefore, it is prohibited to list or sell counterfeit products on the Site. Counterfeit items that are prohibited include imitations, fakes, copied, replicated, reproduced or manufactured products.
   • Listing or selling counterfeit items is a criminal offense. It is your duty to make sure that the products you make available for customers to purchase are original and authentic. The products you are selling should not infringe on another party’s intellectual property rights.
   • We reserve the right to verify each and every product sold on Site for originality and authenticity of the product. If we, at our sole discretion, determine a counterfeit or not 100% genuine product:
     • You will be liable to pay us a minimum amount of BDT 200,000/- and we will withhold any payment pending by us to you until the counterfeit case is solved.
     • We reserve the right to report such situations to the legal authorities and you will be liable to pay any charges imposed by the legal authorities.

10. XPRESSMALL’S LIABILITY
    • We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
    • We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
    • You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
    • You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Services delivered to you by us or through the Site are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
    • In no case shall Xpressmall, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
11. CONFIDENTIALITY
    • You may receive information relating to us or our Services that are not known to the general public during your use of our Services (“Confidential Information”).
    • You agree that: (a) All Confidential Information shall be the sole property of Xpressmall; (b) You will only use Confidential Information as reasonably required to participate in our Services; (c) You will not disclose Confidential Information without our prior written consent to any other person or third party; (d) You shall take all reasonable measures to protect the Confidential Information we may provide you or which you receive as a result of your use of the Services.
12. TERMINATION
    • The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
    • These Seller Terms are effective unless and until terminated by either you or us. You may terminate these Seller Terms at any time by notifying us that you no longer wish to use our Services, or when you cease using our Site.
    • If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Seller Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
13. General

• The provisions in the Terms of Service concerning the below clauses are hereby incorporated into these Seller Terms. The list of clauses to be incorporated are as follows: Governing Law, Prohibited Uses, Third-Party Links, Changes to Terms of Service, Optional Tools, Entire Agreement, Modifications to The Service and Prices, Indemnification and Severability.