Marketplace Agreement

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

Simply Bangladesh (hereinafter referred to as “Simply”), a private company incorporated in Bangladesh; operates an online marketplace at www.simply.com.bd.


AND

The Seller (hereinafter referred to as “Seller”), a sole proprietor/company, registered under the laws of the People’s Republic of Bangladesh. Simply and Seller are hereinafter referred to collectively as the “Parties” and individually as a “Party”) This document is an electronic record in terms of Information Technology and Communication Act 2006 and the amended provisions pertaining to Information Technology and Communication Act of 2006. This electronic record is generated by a computer system and does not require any physical or digital signatures.

GENERAL TERMS

  • 1. SCOPE
  1. 1. Simply is in the business of providing services to facilitate Ecommerce via its online marketplace at Simply – a platform that enables Customers and Sellers to transact online. The Seller wishes to sell Products on the online marketplace platform provided by Simply. Simply offers multiple services to facilitate sales via its online platform. The Seller appoints Simply as its commission agent under the terms & conditions set hereunder.
  2. 2. This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.
  3. 3. Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of both Parties.
  4. 4. Every transaction of the Seller on Simply’ 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 Simply. This agreement will be considered valid as soon as it is electronically accepted by the Seller.
  5. 5. The service provided by Simply 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 commission and any additional service fees.
  6. 6. Simply 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.
  7. 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.
  8. 8. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Simply’ 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 center is subject to this agreement and the latest platform policies available on Simply.

1.9. In order to maintain its reputation for quality and high service standards, Simply reserves the right to delist the Seller and to terminate the relationship with the Seller based on Simply’ internal quality assessment of the Seller as governed by Simply’ Customer Protection Policy.

2. INTERPRETATION & DEFINITIONS

  1. 2.1. In this agreement, the words and expressions below shall have the following meanings:
Bank Account The bank account specified by the Seller in which payments are to be made
Business Day A day (excluding Friday and Saturday) on which banks generally are open for business in Bangladesh
Commission Schedule The schedule setting out the commission which is payable to Simply by the Seller for each type of Product sold on the Platform and which can be viewed at Marketplace Commission Structure
Competitor Any person or entity, that directly or indirectly, engages in the sale of Products through the internet platforms in Bangladesh. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor
Contract The contract entered into between the Seller and a Customer for the sale and purchase of the Products on the Platform
Customer Protection Policy Simply’ policy via which Seller Performance is kept in check
Customer A person, who purchases Products on the Platform
Simply Express Fulfillment model whereby the Seller’s Products are stored at a Simply Fulfillment Center. The ownership of the Products remains with the Seller.
Drop-ship Fulfillment model whereby the Seller is responsible for maintaining inventory of Products at own premises and making available to Simply for delivery to Customers
Fee(s) Any fees charged by Simply for any additional services such as pickup or returns
Final Delivery The transfer of ownership of the product from the Seller to the end customer
Fulfillment Center A facility provided by Simply where all Simply Express Products are stored and where orders are processed
Fulfillment Model Fulfillment model via which the Seller chooses to fulfill orders (Drop-ship, Simply Express)
General Terms The terms set out in this agreement
Handling Time The time from forwarding of the order by Simply to the Seller till dispatch of the Product by the Seller (excluding Friday and Saturday)
Hub A location owned or operated by Simply or one of its logistics partners, where the Seller can drop items and if/when eligible pick up returns
In writing/written All communications made through the Seller Center or sent by Simply through courier or email
Inbound The reception department at Simply’ warehouse that performs the actions of accepting and registering Products brought to the warehouse by the Seller
Intellectual Property Any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them
Listed Price The listing price of the Product on the Platform and shall be that price at which the Seller informs Simply that it wishes to sell any Product and which price shall include any taxes, whether duties applicable in Bangladesh, which the Seller is required and liable to pay on the sale or supply of each Product or type of Product. The Listed Price shall not be higher than the price at which the Seller offers the same Product through its own sales channels
Penalty/Penalties Any financial and/or operational penalty inflicted by Simply on the Seller for any breach of Platform Policies
Pending The status on the Seller Center depicting that an order has been received and awaiting processing
Performance Scorecard The report conveyed to the Seller by Simply which depicts the operational performance of the Seller
Platform The website Simply or any affiliate website
Platform Policies All the policies and guidelines applicable to Sellers and available on Simply University
Product(s) The products and services which the Seller intends to sell on the Platform
Ready to Ship The Products are signaled as being physically available, packed according to packaging guidelines and ready to be transferred to Simply for delivery
Rejected Product A Product that has been shipped but could not be successfully delivered to a Customer, for any reason whatsoever
Required Product Information Means, with respect to each of the Products, the following (except to the extent expressly not required under the applicable Platform Policies): (a) detailed description, including as applicable, specifications, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) Product numbers, and other identifying information as Simply may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and shipment information; (d) categorization within each Product category and browse structure as prescribed by Simply from time to time; (e) digitized image that accurately depicts the Product, complies with all Simply image guidelines, and does not include any additional logos, text or other markings; (f) Listed Price; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the Product; (h) any Seller requirements, restocking fees or other terms and conditions applicable to such Product that a Customer should be aware of prior to purchasing the Product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) Product numbers (and other identifying information as Simply may reasonably request) for accessories related to the Product that is available in Simply’ catalog; and (o) any other information reasonably requested by Simply (e.g., the condition of used or refurbished products)
Return Policy The policy governing the return, refund, cancellation or rejection of products and which can be viewed within Simply Return Replacement Policy
Returned Product A Product that had been delivered but has been returned by the Customer, for any reason whatsoever
Rules of Packing & Shipping The rules governing the dispatch and handling of the products sold by the Seller, which can be viewed within
Seller Center The login-based platform accessible by a Seller at My Account by using the user name and password provided to it by Simply
Seller Performance The Seller performance in accordance with the policies and standards defined by Simply
Seller Support Center The support service provided by Simply to solve the issues faced by Sellers as well as help Sellers grow their business
Shipped A Product is considered shipped and on course for delivery to the Customer
Signup Process Process via which person(s) or entities sign up to sell on Simply’ online marketplace
Third Party Logistics (3PL) An external service provider designated by Simply for shipping

3. ACCESS TO PLATFORM AND SELLER DASHBOARD

  1. 1. After going through and successfully completing the Signup Process, Simply 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 Dashboard such as, but not limited to, address and bank account number. Simply is not responsible for any liability arising from incorrect information supplied by the Seller.
  3. 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 Simply from any damages or injury resulting from any unauthorized use of its password.
  4. 4. Any correspondence or communication received through the Seller Dashboard and/or appointed email address shall be presumed to originate from and have been made with the approval of the Seller and Simply shall be entitled to rely on such correspondence or communication.
  5. 5. Every message sent to the Seller through his registered email in the Seller account or via Seller Dashboard which did not receive an answer or written objection within 7 (seven) days will be worth agreement between Simply and the Seller.

4. FEATURING PRODUCTS ON THE PLATFORM

  1. 1. Simply 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 Simply.
  2. 2. Simply 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 Commission and/or Fees charged on such a transaction will however be upon 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 Simply.
  4. 4. Any particular Product(s) featured on the Platform may be delisted by Simply 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.
  5. 5. Seller shall provide Simply 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.
  6. 6. Simply reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.
  7. 7. Where at the request of the Seller, Simply produces digitized images and photographs of the Product(s) for display on the Platform, Simply 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.
  8. 8. Featuring any Product on the Platform shall constitute an offer of sale by the Seller to all persons using the Platform.
  9. 9. Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an offer made by the customer to buy the product and a binding contract shall come into force between the Customer and the Seller when (i) the Seller, himself, dispatches the product to customer’s delivery address or Simply, on behalf of the Seller, dispatches the product to customer’s delivery address, and (ii) notification of dispatch of the product is provided to the Customer by Simply. The terms of the contract are offered and accepted by and between the Customer and Seller and have no relation with Simply.
  10. 10. Simply will not be responsible for, resolve or mediate any disputes between the Seller and a Customer.
  11. 11. 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.

5. SELLER PERFORMANCE

  1. 1. The Seller agrees to respect and follow Simply’ Customer Protection Policy. Policy can be found at Customer Protection Policy upon logging into Simply School. If any changes occur in the policy, the Seller will be informed via email.
  2. 2. Simply measures Seller performance on an ongoing basis and will share a weekly performance report with the ops score of the respective Seller:
    1. Simply will rank the Seller based on performance. There are daily order limits associated with each rank. Details can be found at Customer Protection Policy upon logging into Simply School.
    2. Simply may, at any time, delist, downgrade or upgrade the Seller depending on commercial and operational performance without any prior notice to the Seller.
    3. Upon delisting, the Seller may need to go through the training module again in order to re-list on Simply’ Platform. Simply retains the right to blacklist Sellers who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.
    4. Simply may, at its discretion, exempt certain sellers from the daily order limitations and delisting criteria. These sellers may instead be charged financial penalties if performance does not meet the Standard Ops Score. 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:
      • Selling counterfeit and illegal Products
      • Slow fulfillment of orders
      • Cancellations and orders out of stock
      • Lack of respect of packaging guidelines
      • High rate of return on products
    5. 3. The Seller shall not make any communication to the customer in any manner i.e. by phone, email, advertisement, promotional offer, directly or indirectly without prior written consent from Simply. In the event it is found that the Seller has communicated to the customer in any manner directly or indirectly without prior written consent from Simply, then, without prejudice to any other rights provided to Simply under the existing laws of country and this Agreement, the Seller shall be liable to pay a compensation of Tk. 1,00,000/- (Taka one lac) to Simply. In addition, Simply can delist, downgrade the Seller from its site at such event.
    6. 4 If the Seller cannot fulfill an order placed or submitted to it, it must notify Simply through the Seller Dashboard immediately/within 24 (twenty-four) hours/within any other timelines as decided by Seller and Simply. However, once the Seller accepts the order and updates the status as “Processing”, the Seller shall not be entitled to reject, deny, reverse or cancel the processing status and/or drop off of the order. If after accepting an order and updating the processing status, the Seller rejects, denies, reverses or cancels the processing status and/or drop off of the product, then, the Seller shall be liable to pay a penalty at the rate described in the table provided herein below. The right to impose penalty by Simply in this regard shall be irrespective of any other rights and remedies available under the laws and/or as agreed in this Agreement.
SL no. Price Range of the Product Penalty Amount
1. 0-100 TK 10 TK
2. 101-500 TK 20 TK
3. 501-1,000 TK 50 TK
4. 1,001-2,000 TK 100 TK
5. 2,001-5,000 TK  150 TK
6. 5,001-20,000 TK 200 TK
7. 20,000+ TK 400 TK

***Any kind of voucher amount will not be considered in determining the Price Range of the Product.

6. SELLER OBLIGATIONS TO CUSTOMER SERVICE

  1. 1. Simply may forward questions or complaints received by Simply’ Customer Service department regarding any sold Product(s) to the Seller. The Seller shall be obliged to respond to Simply on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.
  2. 2. On receiving Seller’s response to any question or complaint, Simply shall promptly forward the response to the Customer.
  3. 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.

7. COMMISSION

  1. 1 As an agent for the Seller, Simply shall be entitled to receive a commission for the sale of each Product on the Platform, as stipulated in the Commission Schedule unless specified otherwise in any special terms agreed upon.
  2. 2. The commissions are calculated as a percentage of the Listed Price inclusive of all applicable taxes.
  3. 3. These Commissions are deducted by Simply when making a payout to the Seller defined under Payments.
  4. 4. Simply reserves the right to adjust the percentage Commission defined in the Commission schedule, providing suitable notice of 14 days in advance to the Seller before enactment.

8. PAYMENTS

  1. 1. Simply shall receive and process all payments for Products purchased on the Platform on behalf of the Seller. Simply shall make payment of the amount of the Listed Price for the Product(s) received from a Customer, less its commission 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.
  2. 2. The payments will be made to the Seller on a monthly (Twice) basis to the Bank Account, provided that payment related to any Product shall be initiated not less than 30(thirty) days after the Product has been successfully delivered to the Customer. Timelines of payments can be viewed at Payment Policy.
  3. 3. Simply will ensure payment statements are available on the Seller Dashboard with all relevant payment information.
  4. 4. All payments will be made in BDT. 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 Dashboard. Payments will be made via online transfer to the Bank Account specified by the Seller in the Seller Dashboard.
  5. 5. The Seller agrees that Simply 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 Simply to the Seller for a delivered item that is later returned to Simply by the customer, Simply will deduct equivalent amount in the next cycle and return the product to the Seller (subject to return policy).
  7. 7. In case a Seller’s Product is lost by Simply and/or 3PL during transit or handling, Simply will reimburse the Seller for the Product in question.
  8. 8. In case the Seller raises a dispute about the condition of a returned Product (e.g. Product is damaged), Simply will reimburse the Seller for the Product in question given the case is reviewed and accepted by Simply in favor of the Seller. For such a reimbursement, title of ownership of said Product shall only pass to Simply if Simply decides to hold the Product for commercial purposes. Simply may also hold the Product temporarily in order to claim insurance or settlement with a 3PL. This does not mean ownership of Product transfers to Simply.
  9. 9. Simply 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 law applicable in Bangladesh and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.
  10. 10. Any sums due to the Seller hereunder may be applied by Simply as a set off against any sums owed by the Seller to Simply, or against any claims of third parties against Simply arising from the Seller’ performance, whether under this agreement, any Contract or other document.
  11. 11. 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 and provide Chalanpatra (wherein applicable) which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Production 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 Simply shall have no liability in this regard.

9. WARRANTIES

  1. 1. The Seller warrants to Simply that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Seller or others, will:
    1. 1.1 Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform.
    2. 1.2 Be of merchantable quality and fit for the purpose(s) intended; and
    3. 1.3 Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations.
  2. 2. The Seller furthermore warrants and represents to Simply that:
    1. 2.1. It is competent to enter into this agreement and any Contract and its entry into this agreement and any Contract and the performance thereof have been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with the terms thereof.
    2. 2.2. The Products and their packaging will comply with all applicable marking and labeling requirements.
    3. 2.3. None of the Products have been or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor.
    4. 2.4. It and its subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of Bangladesh 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.
    5. 2.5. All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.
    6. 2.6. It is legally entitled and permitted to sell the Products that it is listing.
    7. 2.7. The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per law.
    8. 2.8. 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 Simply against the consequences of any such violation.
    9. 2.9. All information, including but not limited to all information furnished to Simply with regards to the Products is accurate and up-to-date.
    10. 2.10. 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.
    11. 2.11. 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 made or duly obtained.
    12. 2.12. 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 applicable in Bangladesh.
    13. 2.13. 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 Simply’ written request, the Seller shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.
    14. 2.14. If necessary, the Seller shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Simply to feature the Products on the Platform, at its own cost.
    15. 2.15. Simply may at any point require the Seller to provide relevant financial, business or personal information for any purpose whatsoever, and the Seller shall provide the same to Simply within fifteen (15) Business Days of such request being made.
    16. 2.16. 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.

10. INTELLECTUAL PROPERTY

  1. 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.
  2. 2. The Seller undertakes and represents to Simply that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Products and the supply of the Products which shall not be infringed due to marketing, promoting and featuring the Products on the Platform. Simply acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.
  3. 3. The Seller represents and warrants to Simply 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.
  4. 4. 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.
  5. 5. The Seller shall not be entitled to use any Intellectual Property belonging to Simply without Simply’ prior approval in writing.
  6. 6. 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 Simply or Seller’s on the platform or otherwise tarnish or dilute any Simply 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.

11. CONFIDENTIALITY

  1. 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 Simply, or produced or created by the Seller for Simply hereunder are the intellectual property of, and confidential to Simply 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 Simply and shall be disclosed within the Seller’s organization only on a need-to-know basis.
  2. 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.
  3. 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.
  4. 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.

12. INDEMNIFICATION

  1. 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.
  2. 2. In addition to the above, if the seller is in breach of its warranties, representations, covenants and obligations as detailed under this Agreement, then the seller understands and agrees that Simply shall be entitled to receive, from seller, indemnification and/or compensation for any costs, expenses, losses or damages, penalty/fine, etc. caused to Simply thereby arising from, alleged to arise from, or in any way associated with:
    1. 2.1. any defect in Products sold to any Customer;
    2. 2.2. any claim made by any Customer on the basis of any Contract;
    3. 2.3. any defect in the packaging or shipping of a Product by the Seller;
    4. 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;
    5. 2.5. any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; or
    6. 2.6. Imposition of fine, penalty and/or claims, against Simply, by any competent authority, including but not limited to, Directorate of National Consumers’ Right Protection as well as any competent court of law
    7. 2.7. You shall indemnify and hold harmless Simply as owned by Simply Singapore Private Limited, its subsidiaries, affiliates and their respective officers, directors, agents and employees, from any claim or demand, or actions including reasonable attorney’s fees, made by any third party or penalty imposed due to or arising out of your breach of these Terms and Conditions or any document incorporated by reference, or your violation of any law, rules, regulations or the rights of a third party.
    8. 2.8. You hereby expressly release Simply as owned by Simply Singapore Private Limited and/or its affiliates and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions/inaction’s 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.

13. LIMITATION OF LIABILITY

  1. 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 basis”. 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, Simply disclaims: (I) any representations or warranties regarding this agreement, the contracts or the transactions contemplated by this agreement, including any implied warranties of merchant ability, fitness for a particular purpose or non-infringement; (ii) implied warranties arising out of course of dealing, course of performance or usage of trade; and (iii) any obligation, liability, right, claim or remedy in tort, whether or not arising from Simply’ negligence. Simply 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 Simply 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.
  2. 2. Since Simply is not a party to the contracts between customers and sellers, if a dispute arises between them, the customer and seller release Simply (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.
  3. 3. Simply 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 renouncement 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 Simply has been advised of the possibility of those costs or damages. Further, Simply’ 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 (03) month period paid by the seller to Simply.

14. FORCE MEASURE

  1. 1. Simply shall not be liable to the Seller or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Simply’ obligations if the delay or failure was due to any cause beyond Simply’ reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Simply’ reasonable control:
    1. 1.1. Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;
    2. 1.2. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
    3. 1.3. import or export regulations or embargoes;
    4. 1.4. interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Simply or of a third party);
    5. 1.5. interruption of production or operation, difficulties in obtaining raw materials labor, fuel, parts or machinery;
    6. 1.6. power failure or breakdown in machinery.
  2. 2. Simply may, at its option, fully or partially suspend delivery/performance while such circumstances continue and Simply shall not be liable for any loss or damage suffered by the Seller as a result of such suspension, including but not limited to from the Seller’s failure to fulfill any Contract with a Customer.

15. DURATION AND TERMINATION

  1. 1. This agreement remains valid for one year extendable by tacit agreement until one of the parties terminates the agreement earlier.
  2. 2. Both Parties may terminate this agreement by means of thirty (30) Days’ notice by registered letter with acknowledgement of receipt.
  3. 3. On or at any time after the occurrence of any of the events of default in Clause below, Simply shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Seller.
  4. 4 The following shall constitute events of default:
    1. 4.1. the Seller being in breach of any warranty or representation under this agreement or any Contract;
    2. 4.2. the Seller being in breach of any obligation under this agreement or any Contract and failing to remedy the same on or before seven (7) Business Days from receipt of a written notice from Simply of such breach;
    3. 4.3. the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or dissolution;
    4. 4.4. The making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Seller’s assets;
    5. 4.5. the Seller making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;
    6. 4.6. the Seller ceasing or threatening to cease to carry on business; or
    7. 4.7. Simply reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
  5. 5. The termination of this agreement shall not terminate any Contracts already entered into and the Seller shall be obliged to perform all Contracts entered into with Customers.
  6. 6. The Parties will settle all outstanding liabilities on termination of this agreement.

16. ASSIGNMENT

  1. 1. The Seller may not assign this agreement or any Contract, or any part hereof, or any money due hereunder, without the prior written consent of Simply. If consent is granted, any such assignment by the Seller shall not increase or alter Simply’ obligations nor diminish the rights of Simply, nor relieve the Seller of any of its obligations under this agreement or any Contract.
  2. 2. Simply reserves the right to assign this agreement, in whole or in part, to any party, including Simply’ affiliates.
  3. 3. The Sellers shall give Simply prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Products provided hereunder.

17. NOTICES

  1. 17.1. All notices between the Parties shall be in writing.

18. RELATIONSHIP OF THE PARTIES

  1. 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 Simply in relation to the Seller beyond that specifically expressed in this agreement as a commission agent.

19. MODIFICATIONS

  1. 1. The Seller acknowledges and agrees that Simply 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 Center or on the Platform, and the Seller is responsible for reviewing these locations and informing itself of all applicable changes or notices. The Seller should refer regularly to Seller Center to review the current agreement (including the Platform Policies). Simply will inform the Seller of any modification via email. The seller’s continued access and use of the platform and seller center after Simply’ posting of any changes will constitute its acceptance of such changes or modifications.
  2. 2. The Seller will then have 7 (seven) days to accept any and all modifications or communicate disagreement via the Seller Center or via email. If there is no response from the Seller it will count as an agreement on the Sellers’ part.

20. MISCELLANEOUS

  1. 1. Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of Simply shall be subject to correction without any liability on the part of Simply.
  2. 1. No waiver by Simply 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.
  3. 2. 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.
  4. 3. 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.
  5. 4. This agreement shall be governed by the laws of Bangladesh and the Parties agree to submit to the exclusive jurisdiction of the competent courts at Dhaka.
  6. 5. Simply 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.

21. FULFILLMENT MODELS

The Seller has a choice between 2 different Fulfillment Models (Drop-ship or Simply Express). When creating an account on Seller Dashboard, the Seller is by default operating on Drop-ship. The seller can apply for Simply Express by contacting its dedicated account manager or the Seller Support through their Dashboard.

22. DROP-SHIP

  1. 1. Inventory Treatment:
    1. 1.1. The Seller is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Seller Center on a daily basis.
    2. 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 Center.
    3. 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 Center and a Customer places an order for the Product, the order may be cancelled and the Seller may be penalized for breaching Platform Policies.
  2. 2. Order Processing and Packaging:
    1. 2.1. Upon receipt of an order for the purchase of Products, Simply shall forward the order and furnish the Seller with details relating to the ordered Product(s) via the Seller center, 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 Center will be depicted as Pending and is a confirmation of an order placed by a Customer.
    2. 2.2. Upon receipt of information under Clause 22.2.1 above, the Seller shall be obliged to process and package each order such that any and all sold Products shall have a Handling Time as defined by the Sellers ranking within the Customer Protection Policy. In case of any delay, either materialized or foreseen, the Seller shall immediately inform Simply.
    3. 2.3. The Seller is responsible to bear all costs for packing the Product(s) and is obliged to follow the Packaging guidelines available at Packaging Guidelines. Failure to do so will result in cancellation of orders by Simply and further penalties and/or delisting. All related costs of this cancellation will be borne by the Seller.
    4. 2.4. Packaging materials to be used are prescribed within the Packaging Guidelines and can be purchased at Packaging Materials.
    5. 2.5. The Seller must print and pack the invoice, VAT Challanpatra (wherein applicable), shipping label and returns form generated via the Seller Center with the shipment package.
  3. 3. Shipping and Order Fulfillment:
    1. 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 Simply, except as mentioned in clause 8.8.
    2. 3.2. The Seller acknowledges and agrees that:
      • Neither the 3PL nor Simply 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.
      • The 3PL and Simply 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.
    3. 4. Cancellations, Rejections, Returns and Refunds
      1. 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.
      2. 4.2. The Seller authorizes Simply 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.
      3. 4.3. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Simply may, at its discretion, charge the entire cost of shipping the Product to the Seller.
      4. 4.4. 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
        • The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)

Under the following conditions

  • The product is unused, unworn, unwashed and without any flaws.
  • The product includes the original tags, user manual, warranty cards, freebies and accessories.
  • The product is returned in the original and undamaged manufacturer packaging / box.
  1. 4.5. In case of a return, Simply may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to Simply or to the Seller.
  2. 4.6. In case of returned products, Simply protects the Seller by conducting a quality control check at Simply’ Fulfilment Center 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.
  3. 4.7. 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 Simply’ inquiry into and decision as to the condition of the Product at the time of delivery.
  4. 4.8. At the Customer’s option, the Seller will either replace the damaged Product within the stipulated timeline as defined in the Customer Protection Policy or authorize Simply to provide a full refund. The damaged Product may be shipped to the Seller at the Seller’s cost unless the Seller directs Simply to dispose the Product.
  5. 4.9. Simply may, at its discretion, bill the Seller for the cost of shipping the replacement Product to the Customer.
  6. 4.10. 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.
  1. 5. Additional Services
    1. 5.1. Pick-up:The Seller can opt for a pick-up service, whereby Simply will pick up the processed package from the Seller before dispatching to the end Customer. Simply may charge a pick-up Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s).
    2. 5.2. Packaging and Processing (Cross-dock):Simply will be responsible for processing and packaging an order once the Products are handed over via drop-off or pick-up, by the Seller. The Seller simply needs to make the Product purchased by the customer available to Simply. Simply may charge a Cross-docking Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s).

23. SIMPLY EXPRESS (SIMPLEX)

  1. 1. Inventory Treatment:
    1. 1.1. In the case the Seller opts to operate on Simply Express, the Parties shall agree on the type and quantity of Products, which the Seller shall deliver to the Fulfillment Center located at the address notified by Simply to the Seller through the Seller Center. If, for any reason, the Seller is unable to deliver the Product(s) to the Fulfillment Center, it may request Simply to pick up the Product(s) from the Seller’s premises or such other location as may be notified by the Seller for which Simply may, at its discretion, charge a Fee and may adjust the amount of the Fee against any payments to be made to the Seller for the sale of any Product(s).
    2. 1.2. The Seller shall deliver the Products to the Fulfillment Center within the agreed and specified timeline with Simply’ operations team.
    3. 1.3. Either Party may alter the type and quantity of the Products by providing notice no less than five (5) Business days to the other Party prior to the delivery of the Products to the Fulfillment Center.
    4. 1.4. Prior to the delivery, the Seller shall provide to Simply the Required Product Information agreed to be delivered, which shall be accurate (for instance a box marked as “16GB Galaxy Note” shall contain a 16GB Galaxy Note mobile phone or box clothing marked as “Medium” shall contain clothing of medium size). Seller shall ensure that each Product clearly states its unique code and its Seller price, along with other code stickers and tags. Upon delivery to the Fulfillment Center, the Seller shall produce a packing list containing the relevant above-mentioned information, which shall be confirmed by Simply.
    5. 1.5. After the delivery, Simply may independently conduct a Quality Check (QC) on the Products at the Fulfillment Center. Simply shall only accept the delivery of any Product if it passes the QC, otherwise the Product shall be returned back to the Seller within thirty (30) days of delivery to Simply.
    6. 1.6. The Products shall be stored at the Fulfillment Center until they are sold on the Platform or returned to the Seller. The Products shall be stored at the Fulfillment Center at the Seller’s risk. Simply may charge the seller a storage Fee and may adjust the amount of the Fee against any payments to be made to the Seller for the sale of any Product(s).
    7. 1.7. The Seller warrants and confirms that it shall not create any mortgage, lien, hypothecation or any other security interest over its Products, which are stored at Simply’ Fulfillment Center.
    8. 1.8. In case Simply decides to stop featuring any Products on the Platform for any reason whatsoever, it shall return those Products to the Seller.
    9. 1.9. Simply may move Products among different Fulfillment Centers at its discretion.
    10. 1.10. The Seller acknowledges and confirms that:
    11. 1.11. Simply shall have no duty as a bailee and the Seller waives all rights and remedies of bailor related to or arising out of any possession, storage or shipment of the Seller’s Products by Simply or any of its contractors or agents.
    12. 1.12 Storing its Products at a Fulfillment Center may create a tax nexus for it in any country, state, province, or other localities in which the Products are sold, and the Seller will be solely responsible for any taxes owed as a result of such storage. In case any tax is assessed against Simply as a result of acting as commission agent for the Seller in connection with the storage of the Products or otherwise, the Seller will be solely responsible for taxes and will indemnify and hold Simply harmless from such taxes.
  2. 2. Order Processing and Packaging:
    1. 2.1. Upon receipt of an order for the purchase of any Product(s) through the Platform, Simply shall be responsible for dispatching and delivering the Product(s) to the Customer.
    2. 2.2. Simply may, as mutually agreed between Simply and the Seller, be responsible for packing the Product(s) sold on the Platform on behalf of the Seller and may bill that cost as a service Fee to the Seller. The Seller acknowledges and confirms that Simply may, at its option, use branding materials, such as stickers, which identify that the Product(s) was sold through the Platform.
  3. 3. Shipping and Order Fulfillment:
    1. 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 Simply, except as mentioned in clause 8.8.
    2. 3.2. The Seller acknowledges and agrees that:
      • Neither the 3PL nor Simply 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.
      • The 3PL and Simply 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.
    3. 4. Cancellations, Rejections, Returns and Refunds
      1. 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.
      2. 4.2. The Seller authorizes Simply 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.
      3. 4.3. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Simply may, at its discretion, charge the entire cost of shipping the Product to the Seller.
      4. 4.4. Given that the Product shipped to the Customer from the Fulfillment Center, the Rejected Product shall be reincorporated into the Seller’s inventory of Products at the Fulfillment Center for a subsequent order.
      5. 4.5. 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
        • The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)

Under the following conditions:

  • The product is unused, unworn, unwashed and without any flaws.
  • The product includes the original tags, user manual, warranty cards, freebies and accessories.
  • The product is returned in the original and undamaged manufacturer packaging / box.
  1. 5. In case of a return, Simply may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to Simply or to the Seller.
  2. 6. In case of returned products, Simply protects the Seller by conducting a quality control check at Simply’ Fulfillment Center 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.
  3. 7. 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 Simply’ inquiry into and decision as to the condition of the Product at the time of delivery.
  4. 8. Given that the Product was shipped to the Customer from the Fulfillment Center, the Returned Product shall be reincorporated into the Seller’s inventory of Products at the Fulfillment Center.
  5. 9. Given that the Product was shipped to the Customer from Simply’ Fulfillment Center and the Customer requests a replacement, the Seller authorizes Simply to send a replacement Product to the Customer.
  6. 10. Simply may, at its discretion, bill the Seller for the cost of shipping the replacement Product to the Customer.
  7. 11. 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.

Brands Carousel