LugaAdda Seller MOU

Memorandum of Understanding

      This Memorandum of Understanding (MOU) is made by and between:

LugaAdda, a private limited company incorporated under the laws of Nepal having its corporate and registered office at LugaAdda, Groundfloor, City Center, Birtamode-01, Birtamode, 57204, Jhapa, Nepal operating LugaAdda.com (hereinafter referred to as the LugaAdda)

AND

      The person (sole proprietor/company/partnership firm/limited liability partnership firm) who is accepting the terms and conditions of this MOU either himself or through a duly authorised signatory and who is legally allowed to do business in Nepal (hereinafter referred to as the “the Merchant”)

LugaAdda and the Merchant are hereinafter individually referred to as Party and collectively as the Parties.

WHEREAS

• The Merchant is in the business of selling products in the categories selected as part of this MOU.
• LugaAdda is involved in the business of providing e-commerce technology, internet marketing services, customer services, payment services, and fulfilment services to Merchants interested in selling their products on the internet, through the e-commerce technology platform & services offered by LugaAdda.
• The Merchant, in view of increasing their sales, is desirous of using the services of LugaAdda for selling their products online through LugaAdda.com and fulfilment & delivery of the order.
• The Parties are desirous of recording the terms and conditions of their MOU for the purposes set out above subject to provisions and conditions set forth herein; NOW THEREFORE, in consideration of the foregoing and the promises contained herein the Parties, hereto agree as follows:

1. Services to be provided by LugaAdda:

• Technology services: LugaAdda offers an end-to-end E-Commerce technology platform that will allow the Merchant to set-up an online store on LugaAdda.com. By doing this Merchant can upload their products on the site, manage various aspects of the online store on self-service basis, and make it available to buyers for purchase. The technology services also include complimentary use of business tools available on LugaAdda.com through a specific login to be created by LugaAdda for the Merchant.
• Internet Marketing Services: LugaAdda runs intensive internet marketing services for the entire marketplace to drive traffic. LugaAdda can also run specific internet marketing programs and traffic acquisition plans for the Merchant for a fee as decided by the LugaAdda. LugaAdda by providing a payment facility neither acts as a Trustee or in a Fiduciary Capacity but as a mere facilitator between the Merchant and buyers.
• Payment Services: Customers can make payments for their orders at LugaAdda using payment options including credit card, debit card, net banking, as well as COD (cash on delivery). LugaAdda.com has created a wide network of payment gateways as well as companies handling COD.
• Order Fulfillment: LugaAdda shall provide customer support services and shall ensure delivery and completion of the transaction.
• Customer Support and Grievance Officer: The Merchant shall agree that the Grievance Officer of LugaAdda, the details of whom have been provided on its website, shall also be appointed for the Merchant and shall perform all functions as being performed for LugaAdda is accordance with the applicable laws.

1. Obligations of the Merchants

• The Merchant shall agree, accept and be bound by LugaAdda Privacy Policy, Terms of Use, Policies and Rules, and all agreements, terms and conditions, terms of use etc., that are duly communicated in writing to the Merchant or are displayed on the website LugaAdda.com from time to time and are updated from time to time, which are incorporated herein by reference.
• The Merchant duly agrees to comply with and agrees not to attempt to sell any products mentioned in the Prohibited and Restricted Items Policy of LugaAdda available at https://lugaadda.com/privacy-policy/ The Merchant shall also not sell any products that are banned or recalled or which have been prohibited for sale in the country, both online and offline or recalled from the market.
• The Merchant shall pay the selling service fee and fulfilment service fee as agreed.
• The Merchant shall provide the products & details to upload it in the lugaadda.com, or Merchant shall create an online catalogue of products and upload product listings in their online store at LugaAdda.com as per the agreed terms. The Merchant acknowledges that he shall be solely responsible for the relevant reference numbers of the products and the Merchant shall create, acquire and upload legitimate and accurate catalogue data.
• The Merchant shall ensure that no misleading information/false claims to the product or misleading images of food products are made available or shown on LugaAdda.com. The merchant shall not make any health claims or false claims on the food products and claims shall be made only in accordance with the Gov. Act for E-commerse, rules and regulations thereunder.
• The Merchant dealing in food items and health supplements shall ensure that a high definition (HD), clear and visible image of the principal display panel of pre-packaged food/health supplement are made available for viewing by the buyer which clearly displays the FSSAI license number or DFTQC (Department of Food Technology and Quality Control) and other details. (Currently we don’t allow merchant to sell Food Items. This will be till we update publicly about starting selling the packaged food news.)
• The Merchant shall be responsible for maintaining and publishing all information relating to products on their online store and shall have non-exclusive right to display, advertise and offer for sale its products on the online platform. The product sold by the Merchant is genuine and new and is not old/used one or a counterfeit product.
• The Merchant undertakes to ensure that descriptions, images, and other content pertaining to goods or services on their platform is accurate and corresponds directly with the appearance, nature, quality, purpose and other general features of such good or service.
• The Merchant shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold in Nepal by the Merchant. The Merchant in this regard duly accepts and agrees to abide by the terms of the Certificate of Authenticity enclosed herewith as Annexure-1.
•  The Merchant shall also ensure that the advertisements for marketing of goods or services are consistent with the actual characteristics, access and usage conditions of such goods or services as displayed on the LugaAdda website, The Merchant acknowledges that any and all liabilities arising in connection with any defect, fault or shortcoming in the product(s) including but not limited to infringement of intellectual property rights of any third party, shall be of the Merchant alone and LugaAdda shall not be liable for the same in any manner whatsoever. The Merchant agrees to keep LugaAdda harmless and indemnified in this regard.
• The Merchant shall regularly update product price and quantity and assumes any liability for the wrong price or product quantity/availability (in case product gets sold). LugaAdda shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep LugaAdda harmless and indemnified in this regard.
• The Merchant dealing in food articles shall ensure that any food article being delivered to the buyer shall have a remaining shelf life of 30 percent or 45 days before the expiry at the time of delivery to the buyer.
• The Merchant shall deliver the sold products to LugaAdda fulfilment team within 72 hours or ship it directly to the customer if the prior approval has been obtained from the LugaAdda within 72 hours after the order has been received.
• The Merchant shall be responsible for after sales service for the product and to handle any customer complaint regarding product quality and warranties. LugaAdda shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep LugaAdda harmless and indemnified in this regard.
• All tax related liabilities and other liabilities including but not limited to sales tax, KYC etc. relating to the sale of the product shall be responsibility of the Merchant. LugaAdda shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep LugaAdda harmless and indemnified in this regard.
• Strictly refrain from uploading any pornographic material, socially and politically objectionable items, adult/mature content or products, any other material which are of prohibited/ restricted nature / require license like alcohol etc. and any material protected by copyright, trademark, patent or trade secret or other laws without the permission of the author or owner. LugaAdda shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep LugaAdda harmless and indemnified in this regard.
• The Merchant shall ensure that the product pricing on LugaAdda.com will be same or less as available on any other site on the internet including Merchant’s own site.
• The Merchant agrees to bear the cost of both the forward shipping and reverse shipping for the items sold as Cash on Delivery and returned due to no claim by the buyer. The Merchant further agrees to bear the cost of two way shipping and restocking charges in the event of product being delivered is significantly different from listing description.
• The Merchant agrees to be bound by the LugaAdda Return Policy to accept the items returned by customers.
• The Merchant agrees to respond to RTO Orders Delivered to You within 48 hours. All the RTO order will be send directly back to you. An automated mailer will be sent out every day with the list of orders. In case of any discrepancy you must respond within 48 hours to LugaAdda Merchant Support.
• The Merchant agrees to pay the selling service fee if the Merchant is unable to deliver or ship a sold item within SLA or unable to fulfil the order.
• The Merchant acknowledges that all payments by LugaAdda to the Merchant shall be after deduction of any money due from the Merchant to LugaAdda including selling fees, fulfilment fees, return charges against any other orders, etc.
• Merchants are not eligible to be a part of the LugaAdda affiliate program. Any direct or indirect association with an affiliate will be a violation of policy and lead to permanent suspension of the merchant’s account.
• The Merchant agrees to provide to LugaAdda legal name, principal geographic address of its headquarters and all branches, the name and details of its website, its e-mail address, customer care contact details such as fax, landline, and mobile numbers and where applicable, its VAT and PAN details. The Merchant hereby agrees that in case of request by the customer, such details of the Merchant shall be provided to him.

1. A) PAYMENTS

• LugaAdda shall receive and process all payments for Products purchased on the Platform on behalf of the Seller. LugaAdda shall make payment of the amount of the Listed Price for the Product(s) received from a Customer after deducting its Marketplace Fee for the sale of the Product(s), any additional service Fees or any other amounts due pursuant to this Agreement if applicable, subject to its right of set-off under this agreement.
• The payments will be made to the Seller on a weekly basis to the Bank Account of the Seller as specified by the Seller, provided that payment related to any Product shall be initiated not less than seven (07) days after the Product has been successfully delivered to the Customer. If the Seller does not have bank account in the name of its business as registered with LugaAdda, the payment shall be made in the personal bank account of the Seller as specified by the Seller in the Seller Center. The Seller is required to update their banking information as soon as a business bank account becomes available by updating their details in Seller Center.
• LugaAdda will ensure payment statements are available on the Seller Center with all relevant payment information.
• All payments will be made in Nepalese Rupees. Payments will be made via online transfer to the Bank Account specified by the Seller in the Seller Center.
• The Seller agrees that LugaAdda shall not be liable for any failure to make timely payments arising due to incomplete or inaccurate information provided by the Seller with regards to its Bank Account. Any tax liabilities or related fee(s) or indemnification amount arising from products sold by the Seller or funds related to those products received from LugaAdda in a Seller’s business or personal bank accounts under tax or any other prevailing law shall be at the sole risk of the Seller.
• In case a payment has been issued by LugaAdda to the Seller for a delivered item that is later returned to LugaAdda by the customer, LugaAdda will deduct equivalent amount in the next cycle and return the product to the Seller (subject to return policy).
• In case a Seller’s Product is lost by LugaAdda and/or 3PL during transit or handling, LugaAdda will reimburse the Seller for the Product in question.

1. B) COMMISSION

• As an agent for the Seller, LugaAdda 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. (Percentage provided below will be the fixed )
• The commissions are calculated as a percentage of the Listed Price inclusive of all applicable taxes.
• These Commissions are deducted by LugaAdda when making a payout to the Seller defined under Payments.
• LugaAdda 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. C) COMMISSION/Marketplace Fee Structure

LugaAdda deducts a Marketplace Fee from the payment depending on which category the product belongs to. So find the category of your product and know exactly how much you will be charged as fee.

Find the Standard .PDF file of Marketplace Fee Structure

 

III. Representation & Warranties of the Merchant

The Merchant hereby represents and warrants that:

• It has the full right, power and authority to enter into this Agreement and perform its obligations hereunder
• Its execution, delivery and performance of this Agreement, and LugaAdda exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third-party obligation by which it is bound.
• It will comply with all applicable Laws of Gov. of Nepal, Consumer Protection Act & Rules thereunder etc. in its performance of this Agreement in connection with the offering and sale of all products and services offered and/or sold through the LugaAdda. It is hereby agreed that LugaAdda shall in no manner whatsoever be responsible for non-compliance by the Merchant of any applicable laws.
• It has necessary legal rights to publish the products, pictures, data and other details published by the Merchant on LugaAdda.com including any trademarks, logos or devices forming part of the same and is not putting up any details as mentioned in this MOU or otherwise on LugaAdda.com which may result in a third party claim against LugaAdda or its directors, members, officers and employees or other merchants/vendors.
• It has the required licenses/registrations as required under the applicable laws for selling its products on LugaAdda.

1. Indemnity

The Merchant agrees to defend and hold LugaAdda and its affiliated and related entities, and any of their shareholders, officers, directors,  agents and employees harmless from and indemnified against any claims, lawsuits, penalties and damages arising out of any breach by Merchant of this MOU or the representations and warranties contained in this MOU or of any terms and conditions and/or policies of LugaAdda as available on LugaAdda.com. In the event of any third party claim in relation to the products being traded by the Merchant on LugaAdda.com which is caused due to default of the Merchant, the Merchant shall, on demand, pay liquidated damages of NPR 500,000.00 or the total value of the claim made and legal expenses incurred by LugaAdda in defending such claim, whichever is higher (‘Merchant LD’). The Merchant LD shall be in addition to and not in derogation of any other rights and remedies that LugaAdda may have under law, this MOU or equity.

In the event of a third party claim, specifically in relation to infringement of intellectual property rights of such third party, LugaAdda shall be entitled to provide all details of the products, Merchant, sales completed or pending, deliveries made as may be required by such third party or mandated by an order or judgment of any court or other judicial or quasi judicial authorities and Merchant shall be under an obligation to ensure that LugaAdda is not a made a party to any such third party claims as described herein and shall promptly and unilaterally take adequate steps to absolve LugaAdda from any liability of any nature whatsoever, either present or anticipated.

Merchant acknowledges and agrees that LugaAdda may at its sole discretion hold, suspend or debit an amount from Merchant’s payment as compensation, in the event Merchant has been found to be in breach of its obligations or warranties under this MoU or it has been alleged by a third party that the Merchant is in breach of policies of LugaAdda.com. Merchant acknowledges that the aforesaid remedies shall be addition to the right of LugaAdda to terminate this MoU forthwith without any notice to Merchant.

1. Termination

Without prejudice to any other remedies BOTH PARTIES shall have the right, at any time, to terminate this MOU forthwith, by giving a notice in writing to the OTHER PARTY.

1. Governing Law and Jurisdiction

This MOU shall be governed by and construed in accordance with the law of Nepal and the parties hereto submit to the exclusive jurisdiction of the courts at District-Jhapa Nepal or the Suprime Court of Nepal.

VII. Electronic Execution

This MOU is being executed electronically and each Party recognizes that the same is validly executed under the Information Technology Act, and shall form a binding agreement between the Parties and no Party shall claim invalidity of this MOU merely on the grounds that this MOU is being executed electronically. For the aforementioned purposes, the Parties hereby agree that this MOU is being concluded and executed at Jhapa, Nepal.

VIII. Assignment

Merchant shall not be entitled to assign its rights and obligations under this MOU without prior written consent of LugaAdda.

 

(Annexure-1)

To whomsoever it may concern

SUB: CERTIFICATE OF AUTHENTICITY

REF: MOU between LugaAdda and Merchant

      This is in furtherance of Clause II sub Clause (5) of the Memorandum of Understanding between LugaAdda and Merchant , whereby we , the merchant , do hereby certify that all goods made available by us for sale on the website/app www.LugaAdda.com are genuine and authentic .In view thereof , we undertake to provide to the customer, all warranties and guarantees of the products being sold on the site by us.Without limiting the generality of the foregoing, no product, information, or service ever manufactured, produced, distributed, published, used, provided, or sold by us, and no Intellectual Property ever owned, used, or developed by us, has infringed, misappropriated, or otherwise violated the Intellectual Property Rights of any third Party.

Merchant Name:

Accepted Time and Date:

Accepted name :

Accepted date: