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This Vendor Agreement governs the relationship between ShoppingSuru and vendors who list and sell products through the ShoppingSuru marketplace.
This Agreement is entered into between:
The vendor's registered business information should be maintained accurately in the ShoppingSuru vendor account.
ShoppingSuru operates as an online marketplace that facilitates transactions between independent vendors and customers.
Unless expressly stated otherwise, the vendor remains responsible for the products that it lists and supplies through the marketplace.
ShoppingSuru operates the marketplace environment and may facilitate listing, order processing, customer communication, payment, delivery coordination, returns, exchanges, refunds, and other transaction-related functions.
A vendor must provide accurate information requested by ShoppingSuru during registration, verification, or continued marketplace use.
Depending on the vendor and applicable law, ShoppingSuru may request:
ShoppingSuru may reject, suspend, or delay vendor approval where required information is incomplete, inaccurate, unverifiable, or raises reasonable compliance concerns.
Vendors must ensure that all information provided to ShoppingSuru remains accurate and reasonably current.
A vendor must promptly notify ShoppingSuru of material changes to:
The vendor must electronically accept the current version of this Agreement before placing products for sale through ShoppingSuru, unless otherwise permitted by ShoppingSuru under a separate written arrangement.
ShoppingSuru may retain an electronic record of:
Vendors must provide accurate and complete product information.
Depending on the product, the vendor should provide:
Vendors must not intentionally provide false, incomplete, misleading, or materially inaccurate product information.
Vendors are responsible for ensuring that their uploaded photographs, videos, descriptions, logos, trademarks, and other content are accurate and lawfully used.
Images must reasonably represent the product offered for sale.
Vendors must not intentionally use photographs of a substantially different product to mislead customers.
Products supplied to customers must reasonably correspond with the product listing and order.
Vendors are responsible for:
Products should be supplied in the condition represented in the listing.
Product specifications must be materially accurate.
Products must not be falsely represented as genuine, original, or branded.
Vendors may only list products they are legally permitted to sell.
Vendors must not list or sell through ShoppingSuru:
ShoppingSuru may remove, disable, or restrict a listing where there are reasonable grounds to suspect a prohibited or unlawful product.
Serious violations may result in immediate account suspension or termination.
Vendors must make reasonable efforts to keep inventory information accurate.
Vendors should not accept or maintain an active marketplace listing for products that are unavailable for fulfilment.
Repeated cancellations caused by inaccurate inventory may result in warnings, restrictions, reduced marketplace visibility, suspension, or termination.
Vendors are responsible for providing accurate selling prices.
Vendors must not intentionally create misleading prices or fake discounts.
Promotional pricing may be subject to separate campaign or promotion terms agreed with ShoppingSuru.
When a vendor receives a ShoppingSuru order, the vendor must promptly process it according to the applicable marketplace requirements.
The vendor must:
ShoppingSuru may allow customers to select a delivery date and time slot at checkout.
Vendors must make reasonable efforts to prepare the order sufficiently in advance to support the selected delivery date and time slot.
Repeated vendor delays that prevent scheduled delivery may result in marketplace performance action.
Vendors must use packaging that is reasonably appropriate for the product and normal transportation conditions.
Products should be protected against:
Where avoidable damage is caused by inadequate vendor packaging, ShoppingSuru may treat the resulting return/replacement as vendor fault.
Vendors are responsible for correctly preparing and handing over products for delivery.
Once a package has been handed over to the designated delivery process, delivery may be coordinated by ShoppingSuru and/or its delivery partner according to the applicable delivery arrangement.
Vendors must cooperate with reasonable delivery investigations when a customer reports a delivery or product problem.
Vendors must cooperate with ShoppingSuru in resolving customer questions, complaints, returns, exchanges, and warranty matters related to the vendor's products.
Vendors must not intentionally provide customers with false, threatening, abusive, or misleading information.
Vendors agree to comply with ShoppingSuru's Refund, Return & Exchange Policy and applicable law.
Vendors must cooperate with legally valid return, exchange, replacement, warranty, or refund requests.
A vendor must not refuse a return merely because the vendor's own preference is to offer “no returns” where the customer has an applicable legal or marketplace right.
The following are examples of vendor-fault situations:
Where ShoppingSuru permits a discretionary return or exchange and the issue is genuinely attributable to the customer, the customer may bear the applicable return or re-delivery cost.
Examples can include selecting the wrong size despite accurate size information or providing an incorrect delivery address.
Vendors must not incorrectly classify a vendor-fault issue as customer fault.
ShoppingSuru may request evidence from both the customer and vendor when determining a return or refund issue.
Vendors may be required to provide:
ShoppingSuru charges vendors a marketplace commission for completed qualifying sales.
| Commission Stage | Rate |
|---|---|
| Launch / Introductory Rate | 5% |
| Future Standard Rate | Up to 10% |
The applicable commission rate for a vendor will be communicated through ShoppingSuru's current Commission & Payout Policy or applicable commercial agreement.
Unless otherwise stated in a written commercial arrangement, commission is calculated on the actual commissionable product sale value after applicable vendor-funded discounts.
Standard delivery charges are not included in the commission base unless expressly stated.
The final accounting treatment of commission, taxes, discounts, payment charges, and other amounts is subject to applicable tax/accounting requirements and the vendor's commercial agreement with ShoppingSuru.
ShoppingSuru's standard vendor payout schedule is weekly.
Approved vendor balances are normally settled on a weekly basis, subject to:
A transaction that is subject to an unresolved dispute, return, refund, fraud investigation, payment reversal, or similar issue may be temporarily held until the matter is resolved, to the extent permitted by the Vendor Agreement and applicable law.
Where supported by the marketplace system, ShoppingSuru may provide vendors with a payout statement showing relevant amounts such as:
Where an order is legitimately refunded, ShoppingSuru may reverse or adjust the related commission as appropriate.
Where only part of an order is returned, commission may be adjusted for the affected product(s).
Where a marketplace cost arises because of vendor fault, ShoppingSuru may recover the applicable amount from the vendor's payable balance where permitted by this Agreement and applicable law.
Examples may include:
Vendors may receive customer information necessary to fulfil ShoppingSuru orders.
Vendors must use customer information only for legitimate:
Vendors must not:
Vendors must not intentionally divert ShoppingSuru customers away from the marketplace by using ShoppingSuru-provided customer, order, or transaction information.
Examples include asking a customer to cancel a ShoppingSuru order and complete the transaction directly with the vendor through another channel.
Vendors must not manipulate ShoppingSuru reviews or ratings.
Vendors must not:
Vendors represent that they have the necessary rights or permissions to use the photographs, videos, descriptions, trademarks, logos, and other content they upload.
Vendors must not knowingly upload content that infringes another person's copyright, trademark, design, or other intellectual-property rights.
The vendor grants ShoppingSuru a non-exclusive, limited licence to display and use approved vendor content for:
Vendors may participate in ShoppingSuru promotional campaigns subject to the applicable campaign terms.
Vendors must not provide misleading claims about:
Vendor communication with customers must remain professional, accurate, and reasonably related to the transaction.
Vendors must not use customer communications to:
Vendors are responsible for complying with laws and regulations applicable to their business, products, advertising, taxation, consumer obligations, intellectual property, licensing, and other commercial activities.
ShoppingSuru may request reasonable evidence of compliance where required for marketplace operation or applicable law.
ShoppingSuru may monitor vendor performance using marketplace information such as:
ShoppingSuru may use this information to improve marketplace quality, determine vendor status, provide warnings, or apply marketplace restrictions.
Where a vendor repeatedly fails to meet marketplace standards, ShoppingSuru may use measures such as:
Serious misconduct may justify immediate action without a progressive-warning process.
ShoppingSuru may suspend a vendor account where reasonably appropriate, including for:
ShoppingSuru may take immediate action where it reasonably believes that a vendor poses a serious risk to customers, the marketplace, payment systems, legal compliance, or other users.
Serious examples may include:
Either ShoppingSuru or the vendor may end the marketplace relationship in accordance with the applicable notice requirements.
Termination does not automatically remove obligations concerning:
Where legally appropriate, the vendor remains responsible for claims, losses, costs, or liabilities arising from the vendor's:
Vendors must keep confidential information received through their relationship with ShoppingSuru reasonably protected and must not disclose it except where necessary for lawful business purposes.
Vendors must cooperate with reasonable ShoppingSuru requests for transaction, product, return, delivery, complaint, warranty, or compliance information.
Vendors should retain appropriate business and transaction records in accordance with applicable law.
ShoppingSuru may update this Agreement to reflect changes in:
Where a material change affects existing vendors, ShoppingSuru should provide reasonable notice before the change becomes applicable, except where immediate action is required for legal, security, fraud-prevention, or other legitimate reasons.
The vendor agrees that ShoppingSuru may communicate with the vendor electronically regarding:
This Vendor Agreement should be read together with the applicable ShoppingSuru marketplace policies, including:
This Agreement is governed by the laws of Nepal.
Nothing in this Agreement is intended to remove a right, obligation, or remedy that cannot lawfully be excluded.
By electronically accepting this Vendor Agreement, the vendor acknowledges that:
For questions regarding this Agreement or your vendor account, contact:
Legal review: This Vendor Agreement is a marketplace contract framework prepared for ShoppingSuru. Before using it as a final contractual document, have a Nepal-qualified lawyer review its enforceability, vendor-liability provisions, return/refund obligations, electronic acceptance mechanism, commission/payout terms, privacy obligations, tax treatment, and compliance with the Electronic Commerce Act, 2081, Electronic Commerce Directive, 2082, Consumer Protection Act, 2075, Privacy Act, 2075, and other applicable laws and regulations.