Multi-Vendor Fashion Marketplace (Marketplace Operator based in Pakistan)

1. Introduction

These Vendor Terms & Conditions (the “Agreement”) govern the participation of vendors (each a “Vendor”) selling products on the Marketplace. By registering, listing products, or fulfilling any order through the Marketplace, the Vendor agrees to comply with this Agreement, including the Service Level Agreements (SLAs), Refund & Return standards, and the Vendor SLA Scorecard.

2. Marketplace Role

The Marketplace operates as a technology, marketing, and facilitation platform only. Each sale contract is directly between the Vendor and the Customer. The Marketplace may provide payment collection, customer support, dispute handling, and policy enforcement to protect customers and the platform.

SERVICE LEVEL AGREEMENTS (SLAs)

3. Vendor Service Tiers

The Marketplace operates two Vendor tiers based on performance and compliance history:

· Standard Vendor – Default tier for all Vendors

· Premium Vendor – Invitation-only tier for high-performing Vendors

4. SLA Timelines by Vendor Tier

Response & Fulfillment SLAs:

Customer inquiry response:

· Standard Vendor: within 48 hours

· Premium Vendor: within 24 hours

Order dispatch:

· Standard Vendor: Domestic 2 business days / International 3 business days

· Premium Vendor: Domestic 1 business day / International 2 business days

Return request approval:

· Standard Vendor: 48 hours

· Premium Vendor: 24 hours

5. Refund SLAs (Localized & International)

Domestic (Pakistan) Orders:

· Standard Vendor: refund processing within 5–7 business days of approval

· Premium Vendor: refund processing within 3–5 business days of approval

International Orders (EU, UK, GCC, USA):

· Minimum return window: 14 days from delivery (cooling-off where applicable)

· Refund after return receipt: Standard 7–10 business days / Premium 5–7 business days

· Lost shipment investigation: 15 calendar days from dispatch

· Refund after confirmed loss: within 5 business days

6. Consumer Law Localization

Vendors must comply with destination-country consumer protection laws for international sales, including but not limited to:

· EU: 14-day right of withdrawal for distance sales (subject to lawful exceptions).

· UK: Consumer Contracts Regulations (cooling-off rights and information requirements).

· GCC: consumer protection and e-commerce disclosure obligations; non-delivery and misdescription protections.

· USA: refunds for items not delivered or materially not as described; chargeback/dispute cooperation.

Where local law provides stronger customer rights, such laws shall prevail.

7. Marketplace Enforcement Rights

If SLA timelines are breached or customer protection requires action, the Marketplace may approve returns, issue forced refunds, intervene in disputes, apply ranking penalties, withhold or offset payouts, or suspend/terminate Vendor access. Amounts paid to customers may be deducted from Vendor settlements.

VENDOR SLA SCORECARD (ONBOARDING & ONGOING)

Vendors are continuously evaluated using the following scorecard metrics:

· Response Time Compliance – 25%

· On-Time Dispatch Rate – 20%

· Refund Processing Speed – 20%

· Customer Satisfaction & Complaints – 20%

· Return & Dispute Ratio – 15%

Score Interpretation:

· 90–100%: Premium Vendor eligibility

· 75–89%: Standard compliant

· Below 75%: Corrective action / potential suspension

FORCE MAJEURE & CUSTOMS / CARRIER DELAY CARVE-OUTS

This section clarifies how SLAs apply when delays are caused by Force Majeure Events or customs/carrier processes outside a Vendor’s reasonable control. These carve-outs are intended to be fair to Vendors while preserving customer protection and compliance with mandatory consumer laws.

A. Force Majeure

“Force Majeure Event” means an event beyond the reasonable control of the affected party that prevents or materially delays performance, including:

· acts of God (flood, earthquake, severe storm), fire, or widespread utility failure;

· war, terrorism, civil unrest, embargoes or blockades;

· pandemics/epidemics or public health emergencies;

· government orders, export/import bans, sanctions, or regulatory changes that directly affect cross-border movement;

· port closures, widespread carrier network disruption, or strikes affecting transportation.

Force Majeure does NOT include lack of funds, routine operational issues, predictable seasonal congestion, Vendor inventory shortages, or errors/omissions by the Vendor (including incorrect labeling, HS codes, invoices, or customs documentation).

B. Notice, Evidence & Mitigation

To rely on these carve-outs, the Vendor must:

· Notify the Marketplace within 24 hours of becoming aware of the event (or as soon as reasonably practicable) and identify impacted orders;

· Provide supporting evidence upon request (carrier advisories, customs hold notices, tracking screenshots, government/port notifications);

· Use commercially reasonable efforts to mitigate and resume performance (alternate carrier, re-route, partial shipment, expedited dispatch where feasible);

· Provide customer updates through Marketplace-approved channels at least every 72 hours while the delay persists.

C. SLA Pause / Extension Rules

If the Vendor satisfies the Notice/Evidence/Mitigation requirements:

· Dispatch SLAs may be extended only where the Force Majeure Event occurs prior to dispatch and directly prevents dispatch; extensions are limited to the duration of the event up to 7 calendar days unless approved otherwise by the Marketplace.

· In-transit delivery delays caused by carriers, customs, or government inspections do not count as Vendor SLA breaches, provided the Vendor dispatched within SLA and uploaded valid tracking within 24 hours of dispatch.

· Refund processing SLAs are not paused once a refund-trigger event occurs (e.g., verified return receipt, confirmed loss, or cancellation approved by the Marketplace).

D. Customs Delays (International Orders)

“Customs Delay” means an international shipment held, delayed, or inspected by customs/border agencies after dispatch. The following applies:

· If the hold is caused by Vendor documentation/labeling errors, the delay is NOT excused and may be treated as an SLA breach.

· If the hold is not caused by Vendor error and is evidenced by tracking or official notice, delivery-related SLA timers are paused while status remains “Held in Customs/Inspection,” subject to the customer protection backstops below.

· Vendor must provide requested documentation to the carrier/customs within 24 hours of request receipt.

E. Customer Protection Backstops (Non-Delivery / Excessive Delay)

To protect customers and comply with mandatory consumer laws:

· If an international order is not delivered within 30 calendar days of dispatch (or earlier if mandated by local law), the customer may request cancellation and a refund unless the customer opts to continue waiting.

· If tracking indicates a shipment is lost, or the carrier confirms loss, the refund must be issued within 5 business days.

· If the customer refuses to pay import duties/taxes (where delivery terms require customer payment), the Marketplace may treat the order as return-to-sender; refunds will follow Marketplace policy and applicable law, and may exclude outbound shipping where legally permitted.

F. Long-Running Force Majeure

If a Force Majeure Event continues for more than 14 consecutive days and materially impacts Vendor performance, the Marketplace may:

· pause affected listings or shipping lanes;

· require the Vendor to offer cancellations or alternative fulfillment options;

· terminate affected orders and issue customer refunds; and/or

· suspend/terminate the Vendor account for risk management (without liability for lost profits).

Nothing in this section limits the Marketplace’s right to intervene to protect customers, comply with law, or manage platform risk.

PROHIBITED & RESTRICTED ITEMS

Vendors are strictly prohibited from listing, selling, or distributing any Prohibited Items on the Marketplace. The following list is non-exhaustive and may be updated by the Marketplace from time to time.

A. Illegal & Regulated Goods

· Any product that is illegal under the laws of Pakistan or the destination country.

· Stolen goods or items obtained through unlawful means.

· Products requiring licenses or permits where the Vendor does not hold valid authorization.

· Weapons, ammunition, explosives, or controlled military items.

B. Counterfeit & Intellectual Property Violations

· Counterfeit, replica, or imitation branded products.

· Products infringing trademarks, copyrights, patents, or design rights.

· Unauthorized use of brand names, logos, or copyrighted images.

C. Unsafe, Misleading, or Non-Compliant Products

· Products that pose safety risks or fail applicable quality or labeling standards.

· Items with false, misleading, or deceptive descriptions or claims.

· Products recalled by manufacturers or regulatory authorities.

D. Restricted Fashion & Consumer Items

· Used clothing or accessories sold as new (unless expressly permitted).

· Intimate apparel, cosmetics, or personal care items that are used, opened, or unhygienic.

· Products containing prohibited materials (e.g., endangered species materials where restricted by law).

E. Enforcement & Consequences

The Marketplace reserves the right to remove listings, cancel orders, issue refunds, withhold payouts, or suspend/terminate Vendor accounts for violations of this Prohibited Items section. Vendors remain fully liable for any losses, penalties, or claims arising from prohibited listings.

Governing Law

This Agreement is governed by the laws of the Islamic Republic of Pakistan, without prejudice to mandatory consumer protection laws of the customer’s jurisdiction.