Merchant Agreement

This present agreement is established in order to set up a contractual relationship by and between DDesigners (refered to as Aysuh Yatra) and the Seller

This present agreement is established in order to set up a contractual relationship by and between: DDesigners (hereinafter referred to as “Ayush Yatra”),

AND

The Seller (hereinafter referred to as “Seller”), a sole proprietor/company, registered with Ayush Yatra to sell their products or Service on the online Platform operated by Ayush Yatra. 

(Ayush and Seller are hereinafter referred to collectively as the “Parties” and individually as a “Party”) 

This electronic record is generated by a computer system and does not require any physical or digital signatures.

 

1.GENERAL TERMS

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

 

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

 

1.3. Every transaction of the Seller on Ayush Yatra platform is bounded to the acceptance of the terms of this agreement as well as the details, annexes, appendices, platform policies mentioned in this agreement and/or available on shop.ayushyatra.com This agreement will be considered valid as soon as it is electronically accepted by the Seller.

 

1.4. The service provided by Ayush Yatra 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.

 

1.5. Ayush Yatra may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.

 

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

 

1.7. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of ‘Ayush Yatra’ 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 Ayush Seller Center is subject to this agreement.

 

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

 

  1. ACCESS TO PLATFORM AND AYUSH SELLER CENTER

 

2.1. After going through and successfully completing the Signup Process, Ayush Yatra shall provide the Seller with a unique username and password to access the Portal and complete the registration process.

 

2.2. The Seller is responsible for maintaining up to date information pertaining to their business on Ayush Seller Centre such as, but not limited to, address and bank account number. Ayush Yatra is not responsible for any liability arising from incorrect information supplied by the Seller.

 

2.3. The Seller shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Seller is solely responsible for any use of or action taken under the password and shall fully indemnify Ayush Yatra from any damages or injury resulting from any unauthorized use of its password.

 

2.4. Any correspondence or communication received through the Ayush Yatra and/or appointed email address shall be presumed to originate from and have been made with the approval of the Seller and Ayush Yatra shall be entitled to rely on such correspondence or communication.

 

2.5. Every message sent to the Seller through his registered email in the Ayush Seller Center account or via Ayush Seller Center which did not receive an answer or written objection within 72 hours will be worth agreement between Ayush Yatra and the Seller.

 

  1. Cancellations, Rejections, Returns and Refunds

 

3.1. The Seller agrees that a customer may cancel an order for any Product in any category before it has been shipped to the Customer.

 

3.2. The Seller authorizes Ayush Yatra 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.

 

3.3. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Ayush Yatra may, at its discretion, charge the entire cost of shipping the Product to the Seller.

 

3.4. Given that the Product shipped to the Customer from Ayush Yatra, the Rejected Product shall be reincorporated into the Seller’s inventory of Products at Ayush Yatra for a subsequent order.

 

3.5. 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:

 

Under the following conditions

  • Defective/Damaged Product
  • Incorrect Product
  • Incomplete Product
  • The product is returned in the original and undamaged manufacturer packaging / box.

 

3.6. In case of a return, Ayush Yatra may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to Ayush Yatra or to the Seller.

 

3.7. In case of returned products, Ayush Yatra protects the Seller by conducting a quality control check at ‘Ayush Yatra’ 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.

 

3.8. 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 ‘Ayush Yatra’ inquiry into and decision as to the condition of the Product at the time of delivery.

 

3.9. Given that the Product was shipped to the Customer from Ayush Yatra, the Returned Product shall be reincorporated into the Seller’s inventory of Products at Ayush Yatra.

 

3.10. 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. FEATURING PRODUCTS ON THE PLATFORM

 

4.1. Ayush Yatra 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 Ayush Yatra. Seller is solely responsible for the products sold on the website.

 

4.2. Ayush Yatra 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.

 

4.3. 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 Ayush Yatra.

 

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

 

4.5. Seller shall provide Ayush Yatra 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.

 

4.6. Ayush Yatra reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.

 

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

 

4.8. Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product and a binding contract shall come into force between the Customer and the Seller. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with Ayush Yatra.

 

4.9. Ayush Yatra will not be responsible for any disagreements between the Seller and the Customer.

  

  1. SELLER OBLIGATIONS TO CUSTOMER SERVICE

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

5.2. On receiving Seller’s response to any question or complaint, Ayush Yatra shall promptly forward the response to the Customer.

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

 

  1. COMMISSION

6.1. As an agent for the Seller, Ayush Yatra shall be entitled to receive a commission for the sale of each Product on the Platform at a percentage of 10%.

6.2. Commissions are calculated as a percentage of tax inclusive sales price.

6.3. These Commissions are deducted by Ayush Yatra when making a payout to the Seller defined under Payments.

6.4. Ayush Yatra 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.

  1. SELLER PERFORMANCE

7.1. The Seller agrees to respect and follow. If any changes occur in the policy, the Seller will be informed via email.

7.1.1. Ayush Yatra will rank the Seller based on performance. There are daily order limits associated with each rank.

7.1.2. Ayush Yatra may, at any time, delist, downgrade or upgrade the Seller depending on commercial and operational performance without any prior notice to the Seller.

 

 

 

 

  1. PAYMENTS

8.1. Ayush Yatra shall receive and process all payments for Products purchased on the Platform on behalf of the Seller. Ayush Yatra 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.

8.2. The payments will be made to the Seller on a bi-monthly basis to the Bank Account, if payment related to any Product shall be initiated not less than 15 days after the Product has been successfully delivered to the Customer.

8.3. Ayush Yatra will ensure payment statements are available on the Dashboard with all relevant payment information.

8.4. All payments will be made in Sri Lankan Rupees. 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 Ayush Seller Center. Payments will be made via online transfer to the Bank Account specified by the Seller in the Ayush Seller Center.

8.5. The Seller agrees that Ayush Yatra shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Seller with regards to it’s Bank Account.

8.6. In case a payment has been issued by Ayush Yatra to the Seller for a delivered item that is later returned to Ayush Yatra by the customer, Ayush Yatra will deduct equivalent amount in the next cycle and return the product to the Seller (subject to return policy).

8.7. In case a Seller’s Product is lost by Ayush Yatra and/or 3PL during transit or handling, Ayush Yatra will reimburse the Seller for the Product in question.

8.8. Ayush Yatra shall be entitled to deduct or withhold from payments to be made to the Seller under this agreement any duties, taxes or other amounts required to be deducted or withheld under any federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.

8.9. The Seller shall be responsible for payment of all customs duties, sales tax, excise tax, value-added tax and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Products on the Platform and their purchase by Customers. It is clarified that the Seller shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and Ayush Yatra shall have no liability in this regard.

  1. CONFIDENTIALITY

9.1. All Customer information and data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Seller by Ayush Yatra, or produced or created by the Seller for Ayush Yatra hereunder are the intellectual property of, and confidential to Ayush Yatra 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 Ayush Yatra and shall be disclosed within the Seller’s organization only on a need-to-know basis.

  1. INDEMNIFICATION

10.1. The Seller agrees to release, defend, indemnify, and hold harmless Ayush Yatra, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:

10.1.1. any defect in Products sold to any Customer;

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

10.1.3. any defect in the packaging or shipping of a Product by the Seller;

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

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

10.1.6. any breach in any warranty or representation made herein.

  1. Unavoidable Situations

11.1. Ayush Yatra 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 Ayush Yatra’ obligations if the delay or failure was due to any cause beyond Ayush Yatra’ reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Ayush Yatra’ reasonable control:

11.1.1. Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;

11.1.2. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

11.1.3. import or export regulations or embargoes;

11.1.4. interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Ayush Yatra or of a third party);

11.1.5. interruption of production or operation, difficulties in obtaining raw materials labor, fuel, parts or machinery;

11.1.6. power failure or breakdown in machinery.

11.2. Ayush Yatra may, at its option, fully or partially suspend delivery/performance while such circumstances continue and Ayush Yatra 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.

  1. DURATION & TERMINATION

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

12.2. The Seller may terminate this agreement by means of thirty (30) Days’ notice by email with acknowledgement of receipt.

12.3. On or at any time after the occurrence of any of the events of default in Clause (12.4) below, Ayush Yatra 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.

12.4. The following shall constitute events of default:

12.4.1. 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 Ayush Yatra of such breach;

12.4.3. 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;

12.4.4. 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;

12.4.5. the Seller making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;

12.4.6. the Seller ceasing or threatening to cease to carry on business; or

12.4.7. Ayush Yatra reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

12.5. 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.

12.6. The Parties will settle all outstanding liabilities on termination of this agreement.

  1. ASSIGNMENT

13.1. 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 Ayush Yatra. If consent is granted, any such assignment by the Seller shall not increase or alter Ayush Yatra’ obligations nor diminish the rights of Ayush Yatra, nor relieve the Seller of any of its obligations under this agreement or any Contract.

13.2. Ayush Yatra reserves the right to assign this agreement, in whole or in part, to any party, including Ayush Yatra’ affiliates.

13.3. The Sellers shall give Ayush Yatra prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Products provided hereunder.

  1. RELATIONSHIP OF THE PARTIES

14.1. Nothing in this agreement will create any partnership, joint venture, franchise, sales representative, or employment relationship between the Parties or impose any liability on Ayush Yatra in relation to the Seller beyond that specifically expressed in this agreement as a commission agent.

 

  1. MODIFICATIONS

15.1. The Seller acknowledges and agrees that Ayush Yatra 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 Ayush Seller Centre 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 Ayush Seller Centre to review the current agreement (including the Platform Policies). Ayush Yatra will inform the Seller of any modification via email. THE SELLER’S CONTINUED ACCESS AND USE OF THE PLATFORM AND AYUSH SELLER CENTRE AFTER AYUSH YATRA’ POSTING OF ANY CHANGES WILL CONSTITUTE ITS ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

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

  1. MISCELLANEOUS

16.1. Inventory Treatment:

16.1.1. The Seller is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Ayush Seller Centre on a daily basis.

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

16.1.3. If an out-of-stock Product is shown as in stock on the Platform due to the Seller’s inability to update the correct inventory information for that Product on the Ayush Seller Centre and a Customer places an order for the Product, the order may be cancelled and the Seller may be penalized.

  1. Order Processing and Packaging:

17.1.1. Upon receipt of an order for the purchase of Products, Ayush Yatra shall forward the order and furnish the Seller with details relating to the ordered Product(s) via the Ayush Seller Centre, 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 Ayush Seller Centre will be depicted as Pending and is a confirmation of an order placed by a customer.

17.1.2. Upon receipt of information under Clause (21.2.1) 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. In case of any delay, either materialized or foreseen, the Seller shall immediately inform Ayush Yatra via the Contact Us Form.

17.1.3. No package will be handed over to 3PL nor Ayush Yatra Hub if the order / item status is marked as “cancelled” on Ayush Seller Centre prior to its shipment.

17.1.4. Packaging materials to be used are prescribed within the Packaging Guidelines.

17.1.5. The Seller must print and pack the invoice, shipping label and returns form generated via the Ayush Seller Centre with the shipment package.

17.2. Shipping and Order Fulfilment:

17.2.1. Seller shall remain the 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 Ayush Yatra.

17.2.2. The Seller acknowledges and agrees that:

17.2.2.1. Neither the 3PL nor Ayush Yatra 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.

17.2.2.2. The 3PL and Ayush Yatra 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

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

17.2.2.4. The Seller acknowledges that Ayush Yatra shall not be liable to pay for any payment(s) of any canceled packages to the Customer.

17.3.2.5. For the avoidance of doubt continuous abuse of this policy shall result in the seller’s shop being delisted by Ayush Yatra.

 

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