Dari.Shop Service Agreement for Sellers

Last updated: 02.06.2022

This agreement (“Agreement”) is entered into on this day, by and between:

Dari.Shop, a trading platform (hereinafter referred to as the “Platform” or “Marketplace”) and,

The undersigned (hereinafter referred to as the “Seller” or “You”)

Clause 1. Recitals

1.1 Dari.Shop, hereafter referred to as “Platform” or “Marketplace”, is an e-commerce platform that enables the purchase and sale of products in a variety of categories including, but not limited to, electronics, clothing, household items, books, and other consumer goods. The Platform allows registered sellers to list their products for sale and registered buyers to browse, select, and purchase these products through a user-friendly interface.

1.2 Seller, who has registered his account, wishes to use the services of the Platform in order to sell his products. Seller acknowledges the potential benefits of the Platform, including increased product awareness, access to a broader customer base and the convenience of the online marketplace.

1.3 The Platform acknowledges the Seller’s intention to sell their goods on the Marketplace and is willing to provide the Seller with the necessary tools, services, and platform capabilities to do so. This includes, but is not limited to, providing the Seller with a platform to list their products, tools for inventory management, assistance with shipping and logistics, and a platform for payment transactions.

1.4 This agreement sets forth the terms and conditions under which the Seller can list and sell their products on the Platform. The Seller’s agreement to these terms and conditions is required for the Seller’s products to be listed on the Platform. Seller agrees to abide by these terms and conditions and acknowledges that failure to comply may result in their products being removed from the Platform or their account being terminated.

1.5 Both the Platform and the Seller acknowledge that this Agreement is designed to facilitate a mutually beneficial relationship, where the Platform benefits from an increased product offering and the Seller benefits from increased exposure and potential sales of their products. Both parties agree to act in good faith to uphold the terms of this Agreement and to resolve any potential disputes in a fair and timely manner.

Clause 2. Definitions

2.1 “Agreement”: This document, known as the “Dari.Shop Service Agreement for Sellers for Platform”, including all schedules, exhibits, and amendments, which outlines the terms and conditions that govern the relationship between the Seller and the Platform.

2.2 “Seller” or “You”: A party, individual or entity that has registered as a Seller for the sale of goods on the Platform. The term “You” refers to Seller throughout this Agreement.

2.3 “Platform” or “Marketplace”: The online marketplace known as Dari.Shop, where Sellers list their products for sale, and Buyers purchase these products.

2.4 “Category”: Refers to the different types of products or goods that the Seller can list on the Platform, such as electronics, clothing, or books. Each Category may have different rules, fees, or requirements.

2.5 “Services”: The various features, tools, and services provided by the Platform to enable the Seller to list and sell their products, including but not limited to, product listing, order management, payment processing, and customer service.

2.6 “Measures for the Management of the Platform”: Policies, procedures, and actions implemented by the Platform to ensure smooth operation, maintain the integrity of transactions, and uphold a high standard of customer service.

2.7 “Deregistration Process”: The process by which a Seller can terminate their account and stop selling on the Platform, including any requirements or obligations the Seller must fulfill prior to account termination.

2.8 “Start of the Services”: The moment the Seller’s account becomes active on the Platform, enabling them to list products for sale.

2.9 “Buyer”: An end user who purchases goods listed by Sellers on the Platform.

2.10 “Platform User Agreements”: Any agreements, policies, or rules that users of the Platform, including Sellers and Buyers, must agree to and abide by, including but not limited to, terms of use, privacy policies, and seller policies.

Clause 3. Coming into Force and Scope of Application

3.1 “Effective Date”: This Agreement shall become legally binding and shall take effect on the date of activation of the Seller’s account. By entering into this Agreement, both parties agree to be legally bound by its terms and conditions.

3.2 “Scope of Application”: The terms and conditions of this Agreement apply to the entire relationship between the Seller and the Platform. This includes but is not limited to, the listing of products, sale of goods, payment processes, dispute resolution, and all interactions with Buyers that occur via the Platform. The scope also extends to all actions taken by the Seller related to their use of the Platform, including adherence to all Platform User Agreements and Measures for the Management of the Platform.

3.3 All transactions that occur via the Platform involving the Seller, whether they are with Buyers or directly with the Platform, fall within the purview of this Agreement. This includes all transactions that take place after the start of the Services, and any transactions that continue after the termination of this Agreement, as long as they originated while this Agreement was in effect.

3.4 This Agreement also applies to all Services provided by the Platform to the Seller, as well as the use of any tools or features made available by the Platform. The Seller agrees to use these Services in accordance with the terms and conditions outlined in this Agreement and any other applicable Platform User Agreements.

3.5 Any violation of the terms of this Agreement by the Merchant in its activities on the Platform may result in actions by the Platform, including, but not limited to, removal of product listings, suspension or termination of the Services, or termination of this Agreement.

Clause 4. Start and Limitation of the Category Services

4.1 “Start of the Category Services”: The Seller will be granted the ability to start using the Category Services to list and sell products once they meet all the requirements set forth by the Platform. These requirements may include, but are not limited to, providing valid identification and business information, accepting the Platform User Agreements, and completing any necessary training or onboarding processes. The Seller must also comply with any specific requirements related to the Categories in which they intend to list their products. The Category Services will commence only after the Platform has verified and approved all the necessary information provided by the Seller.

4.2 “Limitation of the Category Services”: The Platform retains the right to limit or restrict the Seller’s access to certain Category Services at its sole discretion. This could occur for a variety of reasons, such as the Seller’s violation of the terms of this Agreement, the Seller’s violation of the Platform User Agreements, feedback from Buyers, the Seller’s performance metrics, or changes to the Platform’s policies or business practices. Limitations or restrictions may include, but are not limited to, the removal of product listings, limitation of the quantity or types of products that the Seller can list, suspension of the Seller’s ability to list new products, or restriction of the Seller’s ability to sell in certain Categories.

4.3 The Platform will provide notice to the Merchant of any restrictions or limitations placed on Category Services. Seller is responsible for maintaining an updated and active method of communication with the Platform to receive such notices.

Clause 5. Technical Services and Expenses

5.1 “Technical Services”: The Platform will provide a range of technical services necessary for the operation of the Seller’s online business on the Platform. These services may include, but are not limited to, provision of a virtual storefront, product listing tools, inventory management systems, sales analytics, and customer communication tools. The Platform will also provide technical support to help the Seller resolve any technical issues they might encounter while using the Platform.

5.2 “Expenses”: Expenses for technical and logistical services shall be borne by Seller. Specific fees and charges related to these services are set forth in Schedule 1 hereto. Seller is responsible for reviewing and understanding all such fees and charges before using the Services.

5.3 The Platform reserves the right to change the fees and charges outlined in Schedule 1 at its sole discretion. The Seller will be notified of any such changes as per the terms of this Agreement. By continuing to use the Services after being notified of such changes, the Seller agrees to pay the updated fees and charges.

5.4 All fees and charges paid by the Seller are non-refundable, except as expressly provided in this Agreement or the Platform User Agreements. The Seller is responsible for paying all fees and charges on time, and failure to do so may result in additional fees, restriction of Services, or termination of this Agreement.

Clause 6. Rights and Obligations of Dari.Shop

6.1 “Management of the Platform”: Dari.Shop shall manage the Platform in a manner that promotes fairness, security, and smooth transactional capabilities. This includes the development, maintenance, and enhancement of the Platform’s infrastructure, ensuring the Platform’s availability and performance, implementing security measures to protect users’ data and transactions, and promoting fair and ethical trading practices among all users.

6.2 “Alter or Remove Listings”: Dari.Shop reserves the right to alter, hide, or remove any product listings that do not comply with its listing guidelines or any applicable laws and regulations. This includes listings that contain incorrect, misleading, or prohibited content, or listings that have received negative feedback from Buyers. Dari.Shop will notify the Seller in such an event and may provide the Seller with an opportunity to correct the issue, depending on its severity and frequency.

6.3 “Suspension or Termination of Accounts”: Dari.Shop also reserves the right to suspend or terminate the Seller’s account in case of violation of this Agreement, the Platform User Agreements, any applicable laws and regulations, or for any other reason that Dari.Shop deems necessary for the proper management of the Platform. Suspension may result in the temporary inability of the Seller to list products, process orders, or access their account. Termination may result in the permanent closure of the Seller’s account and the termination of this Agreement.

6.4 “Other Necessary Actions”: Dari.Shop has the right to take any other necessary actions to manage the Platform properly. This includes, but is not limited to, introducing new policies or rules, modifying existing ones, conducting investigations into suspected fraudulent or illegal activities, resolving disputes between Buyers and Sellers, cooperating with law enforcement authorities, and taking legal action against violators.

6.5 Dari.Shop is obligated to notify the Seller of any significant changes that may affect the Seller’s use of the Platform or the terms of this Agreement, according to the notification procedures outlined in this Agreement. Dari.Shop is also obligated to act in a transparent and fair manner in its dealings with the Seller, to respect the Seller’s rights as outlined in this Agreement, and to provide the Services as described in this Agreement.

Clause 7. Representations of the Seller

7.1 The Seller represents and warrants that they have the necessary legal rights and authority to sell their listed goods on the Platform. This includes, but is not limited to, having obtained all necessary permits, licenses, and approvals required for the sale of these goods, and ensuring that these goods do not infringe upon the intellectual property rights, contractual rights, or any other rights of third parties.

7.2 The Seller further represents that all goods they offer for sale on the Platform are genuine, of satisfactory quality, and accurately described in their listings. The Seller shall not list or sell counterfeit, imitation, or unauthorized goods. All information provided by the Seller about the goods, including product descriptions, images, and prices, should be accurate, current, and complete.

7.3 The Seller also represents that the goods they offer for sale are legal and compliant with all applicable laws and regulations, including but not limited to consumer protection laws, safety standards, and import/export regulations. The Seller shall not list or sell prohibited or restricted items as defined by the Platform’s policies or any applicable laws and regulations.

7.4 Finally, the Seller represents that their goods are free from any encumbrances, liens, security interests, or other legal disputes that could interfere with the sale of these goods or the Buyer’s enjoyment or use of these goods. The Seller shall disclose any potential issues or defects with the goods that could affect the Buyer’s decision to purchase these goods.

7.5 The Seller acknowledges that any violation of these representations may result in actions by the Platform, including the removal of listings, suspension or termination of the Seller’s account, legal action, and indemnification for any losses incurred by the Platform or Buyers as a result of such violation.

Clause 8. Rights and Obligations of the Seller

8.1 “Compliance with Rules and Regulations”: The Seller shall comply with all rules, regulations, policies, and guidelines of the Platform as outlined in this Agreement and the Platform User Agreements. This includes, but is not limited to, compliance with listing guidelines, pricing policies, payment policies, shipping policies, and dispute resolution procedures. The Seller shall also comply with all applicable local, state, national, and international laws and regulations related to their use of the Platform and their sale of goods.

8.2 “Quality of Goods”: The Seller is responsible for ensuring the quality of the goods they list and sell on the Platform. The goods must meet or exceed the quality described in their listings and must comply with all applicable standards and regulations. The Seller shall take all necessary steps to ensure that the goods are safe, fit for purpose, and free from defects, whether apparent or hidden.

8.3 “Delivery of Goods”: The Seller shall arrange for the delivery of the goods to the Buyer in a timely and efficient manner. The Seller shall provide accurate and timely tracking information and shall ensure that the goods are adequately packaged to prevent damage during transit. The Seller shall also comply with the Platform’s shipping and return policies and shall be responsible for any issues or costs related to the delivery, return, or exchange of the goods.

8.4 “Customer Service and Complaints”: The Seller shall provide professional customer service to the Buyers. The Seller shall respond to inquiries, feedback, or complaints from Buyers in a timely and respectful manner. The Seller shall resolve any issues or disputes that arise with Buyers, whether related to the goods, delivery, or other aspects of the transaction. The Seller shall also comply with the Platform’s policies and guidelines related to customer service and dispute resolution.

8.5 “Rights of the Seller”: The Seller has the right to list and sell their goods on the Platform, to receive payment for their sales, and to access and use the Services provided by the Platform, subject to the terms and conditions of this Agreement. The Seller also has the right to receive support from the Platform, to be treated fairly and transparently by the Platform, and to have their personal and business information protected in accordance with the Platform’s privacy policy.

8.6 The Seller acknowledges that any violation of these rights and obligations may result in actions by the Platform, including the removal of listings, suspension or termination of the Seller’s account, withholding of payments, legal action, and indemnification for any losses incurred by the Platform or Buyers as a result of such violation.

Clause 9. Settlements

9.1 “Service Fee”: The Seller shall pay a service fee to Dari.Shop for the Services provided. The service fee may be a flat rate, a percentage of the sales revenue, or a combination thereof, as outlined in Schedule 1 of this Agreement. The service fee is due and payable at the time and in the manner specified in Schedule 1.

9.2 “Change of Rates”: Dari.Shop reserves the right to change the rates of the service fee from time to time at its sole discretion. Reasons for changes in rates may include, but are not limited to, changes in the market conditions, changes in the costs of providing the Services, and changes in Dari.Shop’s business strategy.

9.3 “Notification of Rate Changes”: Dari.Shop shall notify the Seller of any changes in the rates at least one week before the changes take effect. The notification will be provided in accordance with the notice procedures outlined in this Agreement. It is the Seller’s responsibility to review and understand the new rates and to decide whether to continue using the Services under the new rates.

9.4 “Inclusion of VAT”: Unless otherwise specified in Schedule 1 or the notification of rate changes, the service fee includes Value Added Tax (VAT) or any similar sales tax applicable in the Seller’s jurisdiction. If VAT or similar tax is not included in the service fee, it will be calculated and added to the service fee at the time of billing.

9.5 The Seller acknowledges that failure to pay the service fee in accordance with this Clause 9 may result in actions by Dari.Shop, including the suspension of Services, the termination of this Agreement, the imposition of late fees, and legal action to recover the unpaid fees.

Clause 10. Authorization for Data Use

10.1 “Use of Data”: The Seller grants Dari.Shop the authorization to use, process, and manipulate any data and information provided by the Seller for the purpose of providing the Services. This may include, but is not limited to, information about the Seller’s business, products, sales, customers, and interactions with the Platform.

10.2 “Storage of Data”: The Seller also authorizes Dari.Shop to store this data and information in accordance with Dari.Shop’s data retention policies and applicable data protection laws and regulations. This includes storing data on servers located in the jurisdiction of Dari.Shop and/or in any other country where Dari.Shop or its service providers maintain facilities.

10.3 “Processing of Data”: Furthermore, the Seller authorizes Dari.Shop to process this data and information in order to provide the Services, to improve and customize the Services, to conduct market research and analysis, to communicate with the Seller, to comply with legal obligations, and for any other purpose related to the operation of the Platform and the provision of the Services.

10.4 “Data Protection”: Dari.Shop agrees to implement appropriate technical and organizational measures to protect the data and information against unauthorized access, alteration, disclosure, or destruction. Dari.Shop will comply with all applicable data protection laws and regulations and will only share the data and information with third parties in accordance with Dari.Shop’s privacy policy.

10.5 “Seller’s Responsibilities”: The Seller is responsible for ensuring that they have the necessary rights and permissions to provide this data and information to Dari.Shop and for ensuring that the collection, use, storage, and processing of this data and information by Dari.Shop as described in this Clause 10 does not violate any third party’s rights or any applicable laws and regulations.

Clause 11. Liability for Infringement

11.1 “Seller’s Liability”: The Seller assumes all liability for any infringement or alleged infringement of any third party’s rights, including but not limited to intellectual property rights, contractual rights, property rights, or privacy rights, in relation to the goods they sell on the Platform or the conduct of their business activities. This includes, but is not limited to, infringement due to the unauthorized use of third-party trademarks, copyright material, designs, patents, trade secrets, or proprietary technology, or due to the violation of any third-party contracts, terms of service, privacy policies, or other legal obligations.

11.2 “Indemnification”: The Seller agrees to indemnify, defend, and hold harmless Dari.Shop, its parent company, subsidiaries, affiliates, directors, officers, employees, contractors, agents, and partners, from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including but not limited to reasonable attorney’s fees and costs), arising out of or related to any infringement or alleged infringement of third-party rights by the Seller.

11.3 “Notice of Claims”: Dari.Shop will promptly notify the Seller of any such claim, demand, action, or suit that it becomes aware of. The Seller shall then be responsible for taking all necessary steps to address and resolve the issue, including engaging legal counsel, negotiating settlements, and paying any damages awarded by a court or agreed in a settlement.

11.4 “Cooperation in Defense”: Dari.Shop agrees to cooperate with the Seller in the defense of any such claim, demand, action, or suit, at the Seller’s expense. Dari.Shop reserves the right to participate in the defense of any such claim, demand, action, or suit, with counsel of its own choosing, at its own expense.

11.5 “No Admission of Liability”: Without the prior written consent of the Seller, Dari.Shop will not admit any liability or make any settlements or compromises in relation to any such claim, demand, action, or suit, unless required by law or court order.

Clause 12. Confidentiality

12.1 “Definition of Confidential Information”: For the purposes of this Agreement, “Confidential Information” refers to any information that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) during the term of this Agreement, that is either marked or designated as confidential or that, under the circumstances, should reasonably be understood to be confidential. Confidential Information may include, but is not limited to, business plans, strategies, pricing, financial information, customer lists, supplier lists, trade secrets, technology, software, research and development, proprietary algorithms, and any other non-public information of the Disclosing Party.

12.2 “Obligation of Confidentiality”: The Receiving Party agrees to keep all Confidential Information received from the Disclosing Party strictly confidential. The Receiving Party will use the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information.

12.3 “Limited Use of Confidential Information”: The Receiving Party agrees to use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement. The Receiving Party will not use the Confidential Information for its own benefit or for the benefit of any third party, except as expressly permitted by this Agreement.

12.4 “Exclusions”: This confidentiality obligation does not apply to any information that (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party, (b) was independently developed by the Receiving Party without use of or reference to the Confidential Information, (c) was lawfully obtained from a third party without a duty of confidentiality, or (d) is required to be disclosed by law, court order, or any governmental or regulatory authority, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement (to the extent legally permissible) and cooperates with any attempts by the Disclosing Party to seek a protective order or similar protection for the Confidential Information.

12.5 “Term of Confidentiality Obligations”: These confidentiality obligations will survive the termination or expiration of this Agreement for a period of five (5) years, or for such longer period as may be required by applicable law or as may be agreed by the parties in writing.

Clause 13. Prevention of Bribery

13.1 “Commitment to Compliance”: Both parties affirm that they will comply with all applicable laws, regulations, codes, and policies relating to anti-bribery and anti-corruption in all jurisdictions in which they operate, including but not limited to the United States Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act 2010, and similar laws in other jurisdictions.

13.2 “Prohibited Practices”: Without limiting the generality of the foregoing, both parties specifically agree not to offer, give, receive, or solicit any undue pecuniary or other advantage of any kind in any way connected with the entry into or performance of this Agreement, whether involving public officials or any other party.

13.3 “Internal Policies”: Each party will maintain policies and procedures, including adequate procedures under the UK Bribery Act 2010 or equivalent legislation in other jurisdictions, to ensure compliance with the above commitments, and will enforce them where appropriate.

13.4 “Reporting of Violations”: If either party learns of any violation of the above commitments, it will promptly notify the other party and cooperate fully with the investigations of such violation.

13.5 “Right to Terminate”: If either party breaches this Clause 13, the non-breaching party has the right to terminate this Agreement immediately upon written notice to the breaching party, without any liability or obligation to pay any compensation or other amounts to the breaching party.

13.6 “Survival”: The obligations contained in this Clause 13 will survive the termination or expiration of this Agreement.

Clause 14. Exemption and Limitation of Liability

14.1 “Exemption from Liability”: Dari.Shop, its affiliates, directors, officers, employees, and agents shall not be liable to the Seller or any third party for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, even if Dari.Shop has been advised of the possibility of such damages, resulting from the use of, or the inability to use, the Services provided by the Platform.

14.2 “Limitation of Liability”: In any event, Dari.Shop’s total liability to the Seller for any claim arising out of or in connection with this Agreement or the Services, whether in contract, tort or otherwise, shall not exceed the amount of fees paid by the Seller to Dari.Shop under this Agreement in the six (6) months immediately preceding the event giving rise to the claim.

14.3 “Basis of the Bargain”: The Seller acknowledges and agrees that Dari.Shop has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed their essential purpose.

14.4 “Exclusions”: Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to the Seller. In such jurisdictions, Dari.Shop’s liability will be limited to the greatest extent permitted by law.

14.5 “Indemnity”: The Seller agrees to indemnify and hold Dari.Shop, its affiliates, directors, officers, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (a) the Seller’s use of the Services; (b) the Seller’s breach or violation of any term of this Agreement; (c) Dari.Shop’s use of the Seller’s data; or (d) the Seller’s infringement of any third party’s rights, including but not limited to, intellectual property rights.

Clause 15. Termination of the Agreement

15.1 “Termination by Notice”: Either party may terminate this Agreement for any reason or no reason by providing the other party with thirty (30) days written notice. Upon receipt of the termination notice, the Seller agrees to fulfill any outstanding orders or responsibilities prior to the termination date.

15.2 “Immediate Termination”: Notwithstanding the foregoing, Dari.Shop may terminate this Agreement immediately upon written notice to the Seller if the Seller breaches any term of this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof from Dari.Shop.

15.3 “Obligations upon Termination”: Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of this Agreement will survive, (b) the Seller will stop using the Services and the Platform immediately, and (c) Dari.Shop may, but has no obligation to, delete all of the Seller’s data on the Platform.

15.4 “Final Settlement”: Upon termination of this Agreement, the Seller remains obligated to pay any fees or charges incurred before the termination. Within thirty (30) days after the termination of this Agreement, Dari.Shop will send the Seller a final invoice for any unpaid fees or charges, and the Seller agrees to pay such invoice within thirty (30) days of receipt.

15.5 “Survival”: The rights and obligations of the parties set forth in this Clause 15 and any right or obligation of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

Clause 16. Notices

16.1 “Method of Delivery”: All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if sent by email to the email address last designated on the account or by registered or certified mail, return receipt requested, postage prepaid, and addressed to the parties at the addresses last designated on the account or at such other address as such party may designate by written notice to the other parties.

16.2 “Receipt of Notices”: Notices sent by email shall be deemed to have been received on the date of transmission, provided that if such date is not a business day or if the message is received after the close of business on the date of transmission, then such notice shall be deemed to have been received on the next following business day. Notices sent by registered or certified mail shall be deemed to have been received on the date of delivery or attempted delivery.

16.3 “Change of Address”: Each party may change its address or designated email for receipt of notice by giving notice of the change to the other party.

16.4 “Effectiveness of Notices”: Any notices or communication under this Agreement will be deemed delivered to the party receiving such communication: (a) if by email, when the sender receives confirmation of receipt; or (b) if by mail, the day after it is sent, as evidenced by the postmark or receipt for delivery.

This return policy is an integral part of the User Agreement.

In the event of a conflict between the English version and another language version of this Agreement, the English version shall prevail.