General Conditions:

1. That, THE MERCHANT is obliged to provide all the information necessary when listing a product on www.nagadhat.com or www.nagadhat.com.bd This shall include all product information, a detailed title and sub-title, price, quantity, picture and description. THE MERCHANT must not knowingly deceive a potential customer by misrepresenting their product/s. THE MERCHANT must notify NAGADHAT BANGLADESH LIMITED of any changes to the detail of their listings available on the site.
2. That, THE MERCHANT guarantees that information listed on NAGADHAT BANGLADESH LIMITED’s platform relating to his products satisfies all legal requirements, and in particular satisfies information requirements for consumer protection and also guarantees that the information provided does not violate any third party's intellectual property rights including Trademarks, Copyright, Patent and Design.
3. That, THE MERCHANT further guarantees that his products are imported and/or being sold in Bangladesh in compliance with all the existing laws of the country including Trade Marks Act 2009, Customs Act 1969, BTRC Rules, and Import Policy Order 2012-2015.
4. That, THE MERCHANT shall be responsible for keeping an up-to-date inventory of all their products listed on NAGADHAT BANGLADESH LIMITED’s sales platform. In order to maintain their reputation for quality and high standard of service, NAGADHAT BANGLADESH LIMITED reserves the right to terminate the relationship with THE MERCHANT if THE MERCHANT repeatedly receives bad reviews or complaints (more than 10 bad reviews within a 30 days-period), or fails to comply with other NAGADHAT BANGLADESH LIMITED standards.
5. That, THE MERCHANT shall not send any advertising email or other commercial advertisements to the customer through NAGADHAT BANGLADESH LIMITED’S channels without prior agreement from NAGADHAT BANGLADESH LIMITED or the express wish of the customer. When delivering products sold via NAGADHAT BANGLADESH LIMITED, THE MERCHANT shall not advertise any of NAGADHAT BANGLADESH LIMITED's competitors.
6. That, NAGADHAT BANGLADESH LIMITED shall process orders and arrange pick-up or drop-off with all reasonable care the moment receipt of confirmation of sale is received through the SELLER CENTER. Orders shall be confirmed through Nagadhat fulfillment and dropped off or picked up (according to THE FIRST PARTY’s preference) within 3 (Three) working days. If THE MERCHANT cannot fulfill an order submitted to him, he must notify NAGADHAT BANGLADESH LIMITED through the SELLER CENTER within 7 working days.
7. That, THE MERCHANT agrees to adhere to their range of products and prices as provided to NAGADHAT BANGLADESH LIMITED and as described on their listing on the website.
8. THE MERCHANT guarantees that there is no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to the products they are selling through the platform. THE MERCHANT further guarantees to take great care to keep up-to-date their range of products, stock count, prices and associated terms and conditions.
9. That, THE MERCHANT assures NAGADHAT BANGLADESH LIMITED that he shall provide only genuine products on Nagadhat. If NAGADHAT BANGLADESH LIMITED identifies a replica or poor quality product sold by THE MERCHANT, NAGADHAT BANGLADESH LIMITED reserves the right to remove it immediately & THE MERCHANT will be solely responsible for any customer complaints regarding product quality. THE MERCHANT is solely responsible for providing any ‘after sales service’ or ‘warranty’ for his products that is identical to other channel offerings.
10. That, THE MERCHANT assures NAGADHAT BANGLADESH LIMITED that he shall provide only those products on Nagadhat which are imported in Bangladesh or manufactured or assembled in Bangladesh with proper permission from relevant authorities and concerns and also after paying customs duties and all other levies and charges applied thereto and in compliance with all the relevant laws. NAGADHAT BANGLADESH LIMITED will not take any responsibility for any illegal activity in product procurement & manufacturing process. NAGADHAT BANGLADESH LIMITED will be responsible for only paying the government duty on its sales markup.
11. That, The ownership of the product picked up/shipped by THE MERCHANT for direct order delivery or consignment storage/product issued based on line of credit shall remain with THE MERCHANT until it is delivered successfully to the customers at which point the ownership shall pass on to the customer. NAGADHAT BANGLADESH LIMITED shall have the obligations to take reasonable care to keep the products in its original conditions and if they fail to do so, they shall indemnify THE MERCHANT for the loss that THE MERCHANT may have incurred.
12. THE MERCHANT will be responsible for any after sales service. THE MERCHANT will provide guaranty/warranty to the customers

Commission and Charges:

1. That, THE MERCHANT shall provide the products at Dealer Price with agreed specific trade price, where NAGADHAT BANGLADESH LIMITED reserves the right of setting the selling price to the customers. Since commission or selling price of NAGADHAT BANGLADESH LIMITED may be subject to market volatility, initial commission or sales price will be present in the appendix of the contract paper to assist in case of future price or commission structure change. THE MERCHANT can communicate sales price or communication structure changes by electronic mail or any other form of written communication. Any new prices or commission structure communicated by THE MERCHANT to NAGADHAT BANGLADESH LIMITED will annul the previous one. If NAGADHAT BANGLADESH LIMITED does not agree with the new price structure, THE MERCHANT reserves the right to stop selling to Nagadhat channels & recall existing stock if applicable. Any form of written communication will be a component of the extended contract.
2. That, NAGADHAT BANGLADESH LIMITED reserves the right to adjust the percentage commission, provided a suitable notice of 07 days is served in advance to THE FIRST PARTY. NAGADHAT BANGLADESH LIMITED shall give THE MERCHANT adequate notice of any commission changes in writing. This does not cover adjustments that constitute a material change of the contract terms, which shall require an additional agreement on the change.
3. That, THE MERCHANT reserves the right to ensure the right quantities of stock based on sales trend to NAGADHAT BANGLADESH LIMITED.
4. That, Base on the transaction statement generated from the Nagadhat Digital Marketplace website Nagadhat Bangladesh Limited will deduct the commission agreed & do other financial settlements and disburse the mutually agreed amount to the designated bank account of The Merchant on monthly basis.
5. That, There is no Tax, VAT & SD liability for Second Party where First Party as seller, will be responsible to provide any Tax, VAT & SD applicable as per Govt. laws and regulation.

Return and Rejects:

1. That, In case of customer rejects, where the customer refuses to collect the product at delivery, NAGADHAT BANGLADESH LIMITED will return the products to THE MERCHANT and it will be treated as a failed delivery.
2. That, In case of customer returns, where the customer accepts the product but later returns; NAGADHAT BANGLADESH LIMITED will check the product’s condition and if it fulfills NAGADHAT BANGLADESH LIMITED’S return condition as mutually agreed with THE FIRST PARTY, NAGADHAT BANGLADESH LIMITED will send the product back to THE FIRST PARTY.
3. That, In both cases as discussed in (1) & (2), NAGADHAT BANGLADESH LIMITED shall return products to THE MERCHANT in its original conditions and THE MERCHANT shall be liable to adjust or refund the payment made by NAGADHAT BANGLADESH LIMITED against such returned products as discussed in clause.

Invoicing and payment:

1. That, THE MERCHANT shall prepare separate invoices/bill for each product picked up by NAGADHAT BANGLADESH LIMITED in Nagadhat name and shall submit these invoices/bills during the time when NAGADHAT BANGLADESH LIMITED picks up the products.
2. That, NAGADHAT BANGLADESH LIMITED's invoices may be delivered by electronic mail, online, post or in person. These invoices include NAGADHAT BANGLADESH LIMITED's claims on THE FIRST PARTY, commission of NAGADHAT BANGLADESH LIMITED, and, if applicable, other fees as stated in Article 3.
3. That, For NAGADHAT BANGLADESH LIMITED’s channel sales platform the payment to THE MERCHANT shall be made, after deductions of commissions/markup and other such applicable fees fortnightly by predefined Bank cheque or electronic fund transfer within 7 days from successful delivery. THE MERCHANT is requested to attach the bank details in contract appendix.
4. That, NAGADHAT BANGLADESH LIMITED shall have the right to adjust the paid prices for the returned products with such payment made to THE MERCHANT and if there is no confirmed orders for a period of one month, THE FIRST THE MERCHANT indemnifies NAGADHAT BANGLADESH LIMITED from every liability if importing and/or selling of his products is tantamount to infringement, smuggling and/or contravenes any law of the land.
5. That, VAT & Tax liability related to selling the products using NAGADHAT BANGLADESH LIMITED’s platform rests with THE MERCHANT and NAGADHAT BANGLADESH LIMITED shall not be responsible for any VAT and other Tax issues.
6. That, if the customer finds the product malfunctioning/defective or in any condition not matching the specification THE MERCHANT shall refund the payment made by NAGADHAT BANGLADESH LIMITED against the entire products returned. Such payment/adjustment shall be made after receiving return statement along with the return sheet duly signed by THE FISRT PARTY.

Liabilities and/or Indemnity:

1. That, THE MERCHANT indemnifies NAGADHAT BANGLADESH LIMITED from all claims arising in relation to matters outside NAGADHAT BANGLADESH LIMITED's control, including but not limited to the quality of goods and services provided by THE FIRST PARTY. THE MERCHANT further indemnifies NAGADHAT BANGLADESH LIMITED from third parties' claims resulting from any violation of laws and regulations by THE FIRST PARTY.
2. That, Provided in the website and immediately returns the same; NAGADHAT BANGLADESH LIMITED will return the product to THE MERCHANT and cannot be held liable.

Privacy:

1. That, Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation is in force for 1 year after the termination of the contract. Both parties are obliged to follow privacy laws and handle accordingly all data related to customers, suppliers and business partners.

License:

1. That, NAGADHAT BANGLADESH LIMITED has the right to freely maintain merchant's listing and ranking on the website. NAGADHAT BANGLADESH LIMITED offers customers the opportunity to give ratings and reviews of THE FIRST PARTY's goods and services on the website, and has the right but not the obligation to publish these online and make them visible to all customers. NAGADHAT BANGLADESH LIMITED reserves the right to delete ratings and reviews.
2. That, NAGADHAT BANGLADESH LIMITED may scan, transcribe, and publish online THE FIRST PARTY's listings, logos and other materials required. THE MERCHANT grants to NAGADHAT BANGLADESH LIMITED a royalty-free, perpetual, unrestricted license to use and distribute any materials provided by him, for the purpose of advertising NAGADHAT BANGLADESH LIMITED's service. In particular, this includes use in Google Ad Words campaigns, domain name registrations and other online marketing and search engine optimization measures.

Terms and termination:

1. That, this agreement is effective from date of clicking the check box. Termination can occur at any time, with a prior written of notice of 1 (one) month, in writing/by electronic mail or post. The revenues generated during this notice period are still subject to the partnership agreement. The right to immediate termination by either party for important cause (any action with legal implications such as tax evasion, dealing counterfeit goods, bankruptcy, etc.) remains unaffected.
2. That, The right to immediate termination in particular covers the case where THE MERCHANT repeatedly receives negative ratings and reviews on the website as stated in 2(4), and when these are not obviously unjustified and are backed by substantial evidence. Repeatedly providing misleading information or withholding information required to present THE merchants’ items is also grounds for immediate termination. Typing errors, mistakes and transmission errors are excluded from this, as long as they are not caused with intent or by gross negligence.