Vendor Terms And Conditions

E-DECOR and the Vendor shall collectively be referred to as “Parties” and individually as “Party”, as the case may be. WHEREAS E-DECOR acts as an independent contractor of the Vendor who, through this agreement, grants E-DECOR full authority to conclude and negotiate contracts with customers in the name and for the account of the Vendor, as well as for the offers of the Vendor, made via E-DECOR online platform www.edecor.com.bd(the “Website”). It is understood that E-DECOR does not act on behalf of the customers. WHEREAS E-DECOR, as part of the E-DECOR online platform, provides an online marketplace for several vendors, via which customers can order Furniture, outdoor products, indoor products, Bathroom, Décor mirror, Appliances, Fabric and Textiles, electrical, Lightings, Glass, kitchen, Hardware and tools, Rugs and mats, Landscape items directly from the website. Thereto, E-DECOR receives the order of the customer online via the E-DECOR platform, transmits it via a printer or by phone or Email, of the customer for his orders online. The payment is accepted by E-DECOR in the name and for the account of the Vendor and transmitted to the Vendor, after deducting the fees already agreed upon by the Parties as per the Vendor Registration Form. WHEREAS in addition to the online marketplace, the Parties shall also agree on who shall deliver the product from the Vendor to the Customer. All contracts that are concluded by E-DECOR in its function as agent on behalf of the Vendor with customers via E-DECOR online marketplace will be based on the General Terms and Conditions with the customers as found on the Website.

WHEREAS these terms and conditions (“Terms”) together with the Vendor Registration Form from the agreement (“Agreement”) under which E-DECOR provides online décor and landscape product ordering from the Vendor, and, where applicable, delivery services to the Customer (together referred to as “Services”) as detailed respectively on the Vendor Registration Form in the territory of Bangladesh (the “Territory”).

Company overview:

E-DECOR is one of the first ecommerce décor solution launched in Bangladesh. Their goal was “to sell décor solution and to promote a modern culture of living by exhibitions and other educational means.”

In keeping with the radical spirit of its founders, E-DECOR today remains an innovative player in the world of modern design, developing new products at intersection of design, architecture and art.

The E-DECOR collection consists of Furniture, outdoor products, indoor products, Bathroom, Décor mirror, Appliances, Fabric and Textiles, electrical, Lightings, Glass, kitchen, Hardware and tools, Rugs and mats, Landscape items designed by finish masters and leading international designers. It stands for clarity, functionality, and poetic simplicity.

  1. Your Record and Enrollment Commitments:

 Your Company must first complete the registration procedure for one or more of the Services before you can begin the enrolling process. The Seller shall complete a training module to be ready for operating on the Platform. The seller must pass this training and implement the learnings in their operations to start selling via E-DÉCOR.  You must supply us with your company’s legal name, address, phone number, and e-mail address, as well as any other information we may want, as part of the application. Any personal information you supply to us will be treated in line with the Privacy Notice published by E-DECOR. Throughout your utilization of the Stage, you consent to outfit your subtleties and data as mentioned by us occasionally. You will stay answerable for keeping up with secrecy of this data, as well as your showcase name, login, and secret word subtleties. That’s what you concur assuming you give any data which is false, mistaken, not current, or deficient or we have sensible grounds to think that such data is false, wrong, not current, fragmented, or not as per the ToU, we will reserve the privilege to suspend or end your record on the Stage or endlessly block you from getting to the Stage.

E-DECOR Rights and Obligations:

To perform the Services, E-DECOR shall:

  • have full right to remove or amend certain items from the product Information at its sole discretion, provided that no new or untrue information shall be made available and shall not be required to inform Vendor of such changes.
  • have the right to influence the prices for the product offered by the Vendor on a case-by-case basis by offering discounts at E-DECOR’s sole cost.
  • not be obliged to, but may, provide one or more of the following: a printer; mobile/phone; at the Vendor.
  • in the event of E-DECOR performing the delivery services:
  • effect such deliveries in accordance with the delivery time indicated on the Website.
  • ensure that the delivery time stated on the Website complies with the delivery time required.
  • ensure that E-DECOR delivery personnel shall be at the Vendor premises to collect the order at the time stated when the order was transmitted to the Vendor.
  • ensure that all orders will be delivered in a state that a customer would expect for the type of product they have seen on the website.
  • have the right to charge the customer a delivery fee (“E-DECOR Delivery Fee”), and determine a minimum order value, at its own discretion.
  • transfer to the Vendor, the Vendor’s Revenue for such orders minus the Agency/Aggregator Fee in accordance.
  • inform the Vendor in writing of any changes implemented to the procedures by E-DECOR at least 2 days prior to the intended change taking place, and the Vendor shall as such comply with all such change/s.
  • have the right to alter, at its sole discretion, any services related to delivery, including delivery areas and operational timing, without prior notice.
  • have the right to refuse the onboarding of customers in the event of customer verification measures being implemented by E-DECOR (such as SMS verification of the customer when first registering on the platform) and E-DECOR is not satisfied of the outcome of the verification. Additionally, E-DECOR has the right to block customers from ordering in the event of a customer abusing any promotions or in any other case of fraud-like attempts by the customer on the account of E-DECOR or the Vendor. E-DECOR shall not require any consent from Vendor to affect the provisions of this clause.
  • Vendor Rights and Obligations

The Vendor shall:

  • ensure that it makes personnel available to receive the appropriate training from E-DECOR for the Vendor to operate the system provided by E-DECOR with ease.
  • provide E-DECOR with all the pricing information as agreed on with E-DECOR, including product details; allergen information; minimum order values; promotions; discounts; opening hours; times of delivery and areas of delivery (if applicable) to be made available for display on the Website. Should the Vendor wish to change any of the product Information, it shall inform E-DECOR in writing of any such suggested changes at least 3 business days before the intended change(s).
  • provide E-DECOR with a clear acceptance or cancellation of all orders provided by E-DECOR.
  • provide E-DECOR, its employees, agents, consultants, and subcontractors, with access to the Vendor’s premises and other facilities as reasonably required by E-DECOR to perform the Services.
  • comply with all local Laws and Regulations and obtain and maintain all necessary licenses, permissions, and consents.
  • upon accepting an order, fulfil such order without delay, pack it in accordance with E-DECOR standards and requirements as communicated from time to time, and at no less than the common standard of the Vendor, and transfer it to the E-DECOR delivery person, as applicable.
  • be solely responsible and liable for all customer queries, claims and/or complaints in respect of the contents and quality of the product and orders and any consequential effects thereof.
  • ensure that it always has available sufficient capacity to process all orders received through E-DECOR in accordance with the average delivery time provided to the customers.
  • immediately inform E-DECOR of any items that are not available at any given time and shall do so by accessing the Vendor platform or the backend if available to Vendor, or by phone, if the Vendor’s backend access is not possible.
  • ensure that all products provided to its indirect customers availing of E-DECOR services shall be of the same quality as the product provided by the Vendor to its direct customers.
  • ensure that the prices, and minimum order values, offered to customers by Vendor, and set by E-DECOR are consistently identical to the prices offered to customers by the Vendor when placing orders by phone, website, mobile app or any other platform which is operated by the Vendor. If the Vendor wishes to offer any lower prices through any promotions or discounts for orders received by phone, website, mobile app or any other platform which it operates, it shall inform E-DECOR at least 7 days in advance. The Vendor shall clearly explain the conditions of the promotions or discounts and E-DECOR shall have the right to provide the Vendor’s promotions or discounts on its platform; and
  • shall always perform its obligations under this Agreement in a competent, professional, and businesslike manner, within established industry standards, practices, and principles, and within the time deadlines set forth herein.
  • Featuring Products on the Platform

As an enrolled merchant, you will list item(s) available to be purchased on the Stage as per the strategies which are consolidated via reference in this ToU. You should be legitimately ready to sell the item(s) you list available to be purchased on our Foundation and should have every one of the vital licenses and allows expected for such deal. You should guarantee that the recorded things don’t encroach upon the protected innovation, proprietary innovation or other exclusive privileges or freedoms of exposure or security freedoms of outsiders. Postings may just incorporate text portrayals, illustrations, pictures, or recordings that depict your thing available to be purchased. All things should be recorded in a suitable classification on the Stage. All recorded things should be saved in stock for effective satisfaction of deals. The posting depiction of the thing should not be deluding and should portray the genuine state of the item. If the thing portrayal doesn’t match the genuine state of the thing, you consent to discount any sum that you might have gotten from the purchaser. You make a deal to avoid posting a solitary item in different amounts across different classifications on the Stage. E-DECOR claims all authority to erase such different postings of a similar item recorded by you in different classes. E-DECOR maintains all authority to confine the selling of items starting from specific nations.

  1. Seller Performance:
  • The Seller agrees to respect and follow E-DECOR Customer Protection Policy. The Customer Protection Policy can be found at E-DECOR Training Material. If any changes occur in the policy, the Seller will be informed via email.
  • E-DECOR measures Seller performance on an ongoing basis and will share a weekly performance report with the ops score of the respective Seller:
  • E-DECOR will rank the Seller based on performance. There are daily order limits associated with each rank. Details can be found at E-DECOR University
  • E-DECOR may, at any time, delist, downgrade, or upgrade the Seller depending on commercial and operational performance without any prior notice to the Seller.
  • Upon delisting, the Seller may need to go through the training module again to re-list on E-DECOR E-DECOR retains the right to blacklist Sellers who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.
  • E-DECOR may, at its discretion, exempt certain sellers from the daily order limitations and delisting criteria. These sellers may instead be charged financial penalties if performance does not meet the Standard Ops Score. These financial penalties may be deducted from the payout released to the Seller as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:
  • Selling counterfeit and illegal Products
  • Slow fulfilment of orders
  • Cancellations and orders out of stock
  • Lack of respect of packaging guidelines
  • High rate of return on products
  • The Seller shall not make any communication to the customer in any manner i.e., by phone, email, advertisement, promotional offer, directly or indirectly without prior written consent from E-DECOR. In the event it is found that the Seller has communicated to the customer in any manner directly or indirectly without prior written consent from E-DECOR, then, without prejudice to any other rights provided to E-DECOR under the existing laws of country and this Agreement, the Seller shall be liable to pay a compensation of Tk. 1,00,000/- (Taka one lac) to E-DECOR. In addition, E-DECOR can delist, downgrade the Seller from its site at such event.
  • The seller shall never send empty delivery boxes to the customers. In the event of the seller sending empty delivery box to a customer, the seller shall be liable to pay a compensation, without prejudice to any other rights provided to E-DECOR under the existing laws of country and this agreement.  In addition, E-DECOR can deactivate, delist, and downgrade the seller from its site at such event.
  1. Inventory Treatment:
  • The Seller is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Seller Center daily.
  • If 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 Seller Center.
  • 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 Seller Center and a Customer place an order for the Product, the order may be cancelled, and the Seller may be penalized for breaching Platform Policies.
  1. Payment of Service Fees; Receipt of Sales Proceeds

Fees are detailed in the Service Terms and Program Policies that apply. You are solely liable for all costs associated with this Agreement. To use our Service, you must provide us with valid bank account information for a bank account or bank accounts accepted by E-DECOR (acceptance conditions may be modified or discontinued at any time without notice by us) (“Your Bank Account”).

You will only use the company name that you have permission to use in connection with the Service, and you will update all the information you give to us in connection with the Services as needed to keep it accurate, complete, and valid always. All payments to you will be made to your bank account/ Bkash/ Rocket.

  1. License

You grant us a royalty-free, non-exclusive right and license to use any and all of Your Materials for the Services or any other E-DECOR product or service for the duration of your original and derivative intellectual property rights, and to sublicense the foregoing rights to our Affiliates and operators of E-DECOR Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to resize trademarks to the size required by the Services). However, nothing in this Agreement limits or restricts our ability to use Your Materials without your agreement to the extent that such use is permitted under Bangladeshi law without a license from you or your Affiliates.

  • Royalty-free (RF) content protected by copyright or other intellectual property rights can be used without paying royalties or licensing fees for each use, per copy or volume sold, or for a specific time.
  • The term “non-exclusive” rights means that the non-exclusive party can collaborate with anybody, including workers, competitors, and consumers.
  • A sublicense is a grant by the original licensee to a third party (the sublicensee) under the patent or other technology rights granted to the original licensee by the licensor. GAIN ACCESS TO EVERY LOCAL INSIGHT, LEAD AND MORE

 

  1. Representations:

Each party represents and warrants that:

  • if it is a business, it is duly organized, validly existing, and in good standing under the laws of the country in which it is registered, and that you are registering for the Service(s) within that country.
  • it has all necessary right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; and
  • any information provided or made available to you is accurate
  • it is not subject to penalties or otherwise listed as a prohibited or restricted party, nor is it owned or managed by one.
  • In performing its responsibilities and exercising its rights under this Agreement, it shall comply with all relevant laws.
  1. Limitations of Liabilities:

 Nothing in this Agreement limits or excludes a vendor’s or its employees’, agents’, or subcontractors’ responsibility for death or bodily harm caused by their carelessness.

  • In no event shall E-DECOR total liability to the Vendor for any other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, exceed the Agency/Aggregator Fees paid in the previous year at the time of the event giving rise to such liability.
  • This provision will remain in effect even if the Agreement is terminated.

Because disclaimers of warranties and exclusions of damages are prohibited in some areas, such disclaimers and exclusions may not apply to you.

  1. Order Processing and Packaging:
  • Upon receipt of an order for the purchase of Products, E-DECOR shall forward the order and furnish the Seller with details relating to the ordered Product(s) via the Seller center, 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 Seller Center will be depicted as Pending and is a confirmation of an order placed by a customer.
  • the Seller shall be obliged to process and package each order such that all sold Products shall have a Handling Time as defined by the Sellers ranking within the Customer Protection Policy. In case of any delay, either materialized or foreseen, the Seller shall immediately inform E-DECOR via email at sellercenter@eDecor.com.bd.
  • The Seller is responsible to bear all costs for packing the Product(s) and is obliged to follow the Packaging guidelines. Failure to do so will result in cancellation of orders by E-DECOR and further penalties and/or delisting. All related costs of this cancellation will be borne by the Seller.
  • Before delivery, an E-DÉCOR sticker must be placed on the packaged parcel,
  • An E-DÉCOR supervisor will attach a printed copy of the bill.
  1. Returns and Cancellations from customer:

 In most cases, buyers do not have the ability to cancel an order after confirming. But Buyers can cancel an order on E-DECOR website within the timeframe set out in our Order cancellation policy, and the vendor has three days to accept or deny the request. Provided the order cannot be cancelled, the customer may still be able to return the item if it is returnable.

  • A buyer may be liable for the cost of return postage for an item returned to a seller in some circumstances. If the customer is responsible for the expense of returning the item.
  • If the delivered product has an internal fault (which the customer must inspect in front of the delivery person), the seller must replace it or accept a return. A penalty will be imposed on the vendor.
  • If a consumer returns or rejects any product after it has been delivered to their doorstep the vendor will get Reward point.
  1. Warranties:

The Seller warrants to E-DECOR that all of its Products sold on the Platform will:

  • Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform, whether manufactured, imported, or otherwise produced or provided by the vendor;
  • Be of merchantable quality and suitable for the intended purpose(s); and
  • Have the necessary regulatory permissions and licenses, as well as a thorough understanding of all related laws, ordinances, rules, and regulations.
  • Company warranties must be provided within a certain time range to the customer by the vendor through E-DECOR.
  1. Marketing Materials & promotion:
  • The Vendor furthermore permits E-DECOR, at E-DECOR’s cost, to advertise the Vendors product on the Website, Facebook, Google and any other social media or relevant offline and online marketing channels and specifically authorizes E-DECOR the usage of its mark/logo (which shall never be deemed to be a license or assignment) strictly for the execution of the objective and purpose of this instrument and only during the tenure that the vendor remains registered with E-DECOR.
  • The Vendor, where practicable, is to display and distribute official E-DECOR marketing materials such as, inter alia, business cards of E-DECOR, and links to the Website, on a variety of online and offline tools, such as the Vendor website and any social media availed of by Vendor, via a certificate picture and an “order now” button. E-DECOR shall provide such material or images to produce such material, and Vendor shall not produce any marketing materials including reference to E-DECOR, without the consent of E-DECOR. The Vendor shall not bear any cost in respect of these marketing materials.
  • E-DECOR may send offline marketing materials to Vendor, such as stickers, and Vendor agrees to display such offline marketing materials as E-DECOR directs.
  • Except as provided in these Terms, neither Party will gain any further rights to the Intellectual Property of the other Party.
  1. Confidentiality:

A party (“Receiving Party”) must retain all technical or commercial know-how, specifications, innovations, procedures, or initiatives that are private and have been revealed to the Receiving Party in absolute confidence. By the opposite party (the “Disclosing Party”), its employees, agents, or representatives’ subcontractors, and any other sensitive information about the project. The receiving party’s company, products, and services that the disclosing party provides party may be able to gain Only such sensitive information shall be disclosed by the Receiving Party.

  1. Password Securities and personal data:
  • Any password we give you is only valid for the duration of the Term and can only be used to access Seller Central (or other tools we offer, as applicable) to utilize the Services, accept electronic transactions, and evaluate your completed transactions. You are solely responsible for ensuring that your password remains secure. You are entirely liable for any use of or activity taken under your password (other than third parties permitted by you to use your account in line with this Agreement). If your password has been hacked, you must change it right away.
  • If E-DECOR gives you information about a user, you undertake to use it solely for the purposes for which it was given to you. You may not divulge or transmit a user’s information to a third party for any reason other than to provide our Services. Furthermore, you may only send marketing messages to users who have given their approval, and solely using E-DECOR Services, in compliance with relevant regulations.
  1. Entire Agreement:

This Agreement contains the entire agreement and understanding between the Parties or any of them with respect to the subject matter of this Agreement, and it supersedes and cancels all prior agreements, letters of intent, correspondence, understandings, agreements, and undertakings (if any) between the Parties with respect to this subject matter, whether written or oral.