Seller Agreement

Please read the following terms and conditions carefully before proceeding.

MARKETPLACE VENDOR AGREEMENT

This Marketplace Vendor Agreement (“Agreement”) is made and entered into on this [Current Date – e.g., 29th June 2025] (“Effective Date”), by and between:

ShopX a company duly incorporated under the laws of Sri Lanka, having its registered office at [Your Company Address] (hereinafter referred to as “Marketplace,” “We,” “Us,” or “Our”),

AND

ShopX, a company duly incorporated/individual residing at [Vendor Address], [Vendor Business Registration Number/NIC Number if applicable] (hereinafter referred to as “Vendor,” “You,” or “Your”).

The Marketplace and the Vendor are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

WHEREAS:

• The Marketplace operates an online e-commerce platform located at ShopX (the “Platform”) that facilitates the sale of various products by multiple vendors to end-users.
• The Vendor desires to list and sell its products on the Platform, and the Marketplace desires to provide the Vendor with access to its Platform in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

• “Agreement”: This Marketplace Vendor Agreement, including all schedules, annexures, and policies referenced herein.
• “Buyer”: An end-user who purchases products through the Platform.
• “Commission”: The percentage of the Sale Price retained by the Marketplace for each successful sale.
• “Content”: Any data, text, images, graphics, photographs, audio, video, information, and any other materials submitted by the Vendor to the Platform.
• “Intellectual Property Rights”: All patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights, and other intellectual property rights, whether registered or unregistered, and all applications for the same, anywhere in the world.
• “Order”: A request by a Buyer to purchase a Product from the Vendor via the Platform.
• “Platform”: The multi-vendor e-commerce website operated by the Marketplace, accessible at ShopX.LK .
• “Product(s)”: Goods or services listed and offered for sale by the Vendor on the Platform.
• “Sale Price”: The final price at which a Product is sold to a Buyer, excluding any shipping charges or taxes collected directly by the Vendor.
• “Vendor Account”: The unique account provided by the Marketplace to the Vendor for managing their listings and sales on the Platform.

2. APPOINTMENT AND SCOPE

2.1. The Marketplace hereby grants the Vendor a non-exclusive, revocable, non-transferable right to list and sell its Products on the Platform, subject to the terms and conditions of this Agreement. 2.2. The Vendor acknowledges and agrees that the Marketplace acts solely as an intermediary to facilitate transactions between the Vendor and Buyers. The Marketplace is not a party to any contract for sale between the Vendor and a Buyer. 2.3. The Vendor is solely responsible for the Products listed, their quality, legality, safety, and for fulfilling all Orders placed by Buyers.

3. PRODUCT LISTING GUIDELINES

3.1. Accuracy and Completeness: * The Vendor must provide accurate, complete, and up-to-date information for all Product listings, including but not limited to, product name, description, specifications, price, images, stock availability, and any applicable warnings or disclaimers. * Product images must be clear, high-resolution, and accurately represent the Product being sold. Watermarks are generally discouraged unless prior approval is obtained from the Marketplace. 3.2. Prohibited Products: * The Vendor shall not list or sell any products that are illegal, dangerous, counterfeit, stolen, violate any third-party intellectual property rights, or are otherwise prohibited by applicable laws and regulations in Sri Lanka. * Prohibited products include, but are not limited to: * Illegal drugs or drug paraphernalia * Weapons and ammunition * Live animals or endangered species * Adult content or pornography * Stolen goods * Counterfeit or replica items * Hazardous materials * Prescription medication or medical devices without proper licenses * Any product that promotes hate, violence, or discrimination. 3.3. Pricing: * The Vendor is solely responsible for setting the prices of their Products. * Prices must be clearly displayed and include all applicable taxes (e.g., VAT, if applicable) as per Sri Lankan law. * The Vendor shall not engage in misleading pricing practices. 3.4. Intellectual Property: * The Vendor warrants that they own all Intellectual Property Rights in the Content and Products listed on the Platform, or have obtained all necessary licenses and permissions to use and sell such Products and Content. * The Vendor agrees to indemnify and hold harmless the Marketplace from any claims arising out of the Vendor’s violation of any third-party Intellectual Property Rights. 3.5. Content Standards: * All Product descriptions and other content provided by the Vendor must be professional, accurate, and free from grammatical errors or typos. * Content must not contain any offensive, defamatory, obscene, or inappropriate language. * External links or contact information in product descriptions are strictly prohibited, unless explicitly approved by the Marketplace. 3.6. Product Availability: * The Vendor must maintain accurate stock levels for all listed Products. * In the event a Product becomes out of stock after an Order is placed, the Vendor must immediately notify the Buyer and the Marketplace and take appropriate action (e.g., offer a refund or alternative product). 3.7. Product Removal: * The Marketplace reserves the right to remove or disable any Product listing that violates these guidelines or any other terms of this Agreement, without prior notice to the Vendor.

4. COMMISSION AND PAYMENTS

4.1. Commission Structure: * For each successful sale of a Product through the Platform, the Marketplace shall deduct a Commission of eight percent (8%) of the Sale Price. * In addition to the commission, a bank transfer fee of Sri Lankan Rupees Thirty (Rs. 30) will be deducted from each payout made to the Vendor. 4.2. Payment Processing: * The Marketplace will facilitate payment processing for all Orders placed through the Platform. * Payments from Buyers will be collected by the Marketplace. 4.3. Payouts to Vendor: * Payouts to the Vendor will be made on a [e.g., weekly, bi-weekly, monthly – specify frequency] basis, or once the Vendor’s accumulated earnings reach a minimum threshold of [e.g., Rs. 1,000]. * The payout will be the Sale Price less the 8% Commission and the Rs. 30 bank transfer fee, and any applicable refunds or chargebacks. * Payouts will be made to the bank account details provided by the Vendor in their Vendor Account. It is the Vendor’s sole responsibility to ensure these details are accurate and up-to-date. The Marketplace will not be liable for any delays or losses due to incorrect bank details. 4.4. Refunds and Returns: * In the event of a refund or return of a Product, the Marketplace will deduct the refunded amount from the Vendor’s subsequent payouts. * The commission and bank transfer fee related to a refunded transaction will be reversed or adjusted accordingly, as determined by the Marketplace. 4.5. Disputes and Chargebacks: * The Vendor agrees to cooperate fully with the Marketplace in resolving any payment disputes or chargebacks initiated by Buyers. * In the event of a chargeback, the Vendor shall be responsible for the chargeback amount and any associated fees.

5. SHIPPING GUIDELINES

5.1. Shipping Responsibility: * The Vendor is solely responsible for packaging, shipping, and delivering Products to Buyers in a timely and professional manner. 5.2. Shipping Costs: * The Vendor is responsible for clearly stating their shipping costs (if any) for each Product. These costs should be fair and transparent. * If the Marketplace provides integrated shipping options, the Vendor agrees to adhere to the Marketplace’s shipping policies and rates. 5.3. Shipping Timeframes: * The Vendor must specify estimated delivery times for their Products. * Orders must be dispatched within [e.g., 2-3 business days] of receiving confirmation of the Order, unless otherwise agreed with the Buyer. * The Vendor must promptly update the Order status on the Platform, including providing tracking information where available. 5.4. Packaging: * Products must be securely packaged to prevent damage during transit. * Packaging should not contain any external branding of the Vendor that could be confused with the Marketplace’s branding, unless explicitly permitted. 5.5. Customer Communication regarding Shipping: * The Vendor must promptly communicate any delays or issues with shipping to the Buyer and the Marketplace. 5.6. Proof of Delivery: * The Vendor should retain proof of delivery for all shipped Orders.

6. VENDOR OBLIGATIONS

6.1. Compliance with Laws: The Vendor shall comply with all applicable laws, regulations, and industry standards in Sri Lanka, including but not limited to consumer protection laws, data privacy laws, and tax regulations. 6.2. Customer Service: The Vendor is responsible for providing excellent customer service to Buyers, including responding to inquiries, resolving issues, and handling returns and refunds in accordance with the Marketplace’s policies and applicable law. 6.3. Order Fulfillment: The Vendor shall fulfill all Orders accurately and promptly, ensuring that Products match their descriptions and are delivered in good condition. 6.4. Account Security: The Vendor is responsible for maintaining the confidentiality of their Vendor Account login credentials and for all activities that occur under their account. The Vendor must immediately notify the Marketplace of any unauthorized use of their account. 6.5. Data Privacy: The Vendor shall only use Buyer information obtained through the Platform for the purpose of fulfilling Orders and providing customer service. The Vendor shall not share, sell, or use Buyer data for marketing or any other purpose without the explicit consent of the Buyer and in compliance with data protection laws. 6.6. Ratings and Reviews: The Vendor acknowledges that Buyers may provide ratings and reviews of their Products and services. The Vendor agrees to accept and address feedback professionally.

7. MARKETPLACE RIGHTS AND OBLIGATIONS

7.1. Platform Operation: The Marketplace shall use commercially reasonable efforts to maintain the availability and functionality of the Platform. However, the Marketplace does not guarantee uninterrupted or error-free access to the Platform. 7.2. Technical Support: The Marketplace will provide reasonable technical support to the Vendor regarding the use of the Platform. 7.3. Promotions: The Marketplace may, at its sole discretion, promote Vendor Products or the Vendor’s store on the Platform or through other marketing channels. 7.4. Suspension/Termination: The Marketplace reserves the right to suspend or terminate a Vendor’s access to the Platform and/or remove Product listings, with or without notice, if the Vendor breaches any terms of this Agreement, engages in fraudulent activity, or causes harm to the Marketplace’s reputation or operations. 7.5. Amendments: The Marketplace reserves the right to amend this Agreement, its policies, and guidelines at any time. Any changes will be communicated to the Vendor, and continued use of the Platform after such notification will constitute acceptance of the revised terms.

8. INTELLECTUAL PROPERTY

8.1. The Vendor grants the Marketplace a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, publish, and display the Content provided by the Vendor for the purpose of operating and promoting the Platform and the Vendor’s Products. 8.2. All Intellectual Property Rights in the Platform itself, including its design, software, and underlying technology, are owned by the Marketplace.

9. INDEMNIFICATION

The Vendor agrees to indemnify, defend, and hold harmless the Marketplace, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

• The Vendor’s breach of any term or condition of this Agreement.
• The Vendor’s violation of any applicable laws or regulations.
• Any claim of infringement of third-party Intellectual Property Rights by the Vendor’s Products or Content.
• Any product liability claims related to the Vendor’s Products.
• Any act or omission by the Vendor, including negligence or willful misconduct.

10. LIMITATION OF LIABILITY

10.1. To the maximum extent permitted by law, the Marketplace shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, data, goodwill, or other intangible losses, arising out of or in connection with this Agreement or the use of the Platform. 10.2. In no event shall the Marketplace’s total liability to the Vendor for all claims arising under this Agreement exceed the total amount of commissions paid by the Vendor to the Marketplace in the [e.g., six (6) months] immediately preceding the event giving rise to the liability.

11. TERM AND TERMINATION

11.1. This Agreement shall commence on the Effective Date and shall continue until terminated by either Party in accordance with this Section. 11.2. Either Party may terminate this Agreement for convenience by providing [e.g., thirty (30) days’) prior written notice to the other Party. 11.3. The Marketplace may terminate this Agreement immediately upon written notice to the Vendor if: * The Vendor breaches any material term of this Agreement and fails to cure such breach within [e.g., seven (7) days)] after receiving written notice thereof. * The Vendor engages in fraudulent activity or any conduct that could harm the Marketplace’s reputation or operations. * The Vendor becomes insolvent or goes into liquidation. 11.4. Upon termination of this Agreement for any reason: * The Vendor’s access to the Platform will be revoked, and all Product listings will be removed. * Any outstanding payments owed by the Marketplace to the Vendor will be processed within [e.g., thirty (30) days)], subject to any deductions for refunds, chargebacks, or fees. * Sections relating to Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution shall survive termination.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. This Agreement shall be governed by and construed in accordance with the laws of Sri Lanka. 12.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be first attempted to be resolved amicably between the Parties through good faith negotiations. 122.3. If an amicable resolution cannot be reached within [e.g., thirty (30) days)], the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration Act No. 11 of 1995 of Sri Lanka. The seat of arbitration shall be Colombo, Sri Lanka. The language of the arbitration shall be English. The number of arbitrators shall be one (1).

13. GENERAL PROVISIONS

13.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. 13.2. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, sent by registered mail, or by email to the addresses specified in this Agreement or as otherwise updated by the Parties. 13.3. Assignment: The Vendor may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Marketplace. The Marketplace may assign this Agreement without the Vendor’s consent. 13.4. Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party granting the waiver. 13.5. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.6. Relationship of Parties: The relationship between the Marketplace and the Vendor is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties. 13.7. Force Majeure: Neither Party shall be liable for any delay or failure in performance of its obligations hereunder due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

FOR ShopX: