Important: Please read these Terms and Conditions carefully.

These Terms and Conditions apply to Sellers/Vendors (as defined below) who have registered with Pathao as such and upon acceptance of these Terms have started to use Marketplace Service through Pathao Shop (‘Pathao Shop’ or the ‘Platform’, ‘Pathao Shop App’ or the ‘Marketplace’ as defined below).

By using the Service, you (“Sellers/Vendors”) agree that you have read, understood, accepted, and agreed unconditionally with the terms of use as stated herein (the “Pathao Shop: Terms and Conditions” or the “Terms and Conditions”, or the “Agreement”).

The Terms and Conditions stated herein constitute a legal Agreement between you and Pathao Limited (“Pathao”, “Pathao Shop” or the “Company”).

Pathao Limited is an information technology-enabled service company that provides, among others, Marketplace Service to its partnered Sellers/Vendors and Product Delivery Service to its Customers (as defined below) within the specified Service Coverage Area within the territory of Bangladesh with a robust infrastructure and effective management system. It strives to create a bustling and business-friendly Marketplace Service to facilitate its partners in meeting current challenges and availing new opportunities and safe and efficient accessibility through round-the-clock on-demand digital services. 

Pathao Limited does not manufacture or own the products listed on the platform. Pathao Shop is an online marketplace connecting customers with its Sellers/ Vendors, who are responsible for product quality, pricing, and availability.

By using the Pathao mobile application (the “Application” or the “App” or the “Shop App”) or Pathao website (collectively, the “Pathao Platform” or the “Platform”) to avail the Pathao Marketplace Service, you hereby expressly acknowledge and agree to be bound by these Terms and Conditions and any future amendments and additions to the Terms and Conditions as well as other related terms as published from time to time at https://pathao.com/terms.

Once agreed, your continued use of the Service, shall constitute your consent to and acceptance of the Terms and Conditions prospectively. You further agree to the representations made by yourself below.

By using this Platform, you warrant that any personal information provided by you is true, accurate, current, and complete in all aspects and that you will notify us immediately of any changes to your personal information by updating your Account with Pathao Shop or by contacting us. You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorized to use. 

In connection with the collection, storage, transfer, and use of your personally identifiable information, Pathao complies with all applicable laws relating to data privacy in Bangladesh along with its Privacy Policy available at https://pathao.com/privacy/. Pathao is commercially responsible for physical, technical, organizational, and administrative security measures and policies in place to protect all personal information collected by it or on its behalf from and against unauthorized access, use, and/or disclosure. 

Pathao Limited reserves the right to amend, modify, change or update these Terms and Conditions at any time as it thinks fit and such modifications, variations or changes to the Terms and Conditions policies relating to the Service shall be effective upon the posting of an updated version at Pathao website or in-app message to the Sellers/Vendors. You agree that it shall be your responsibility to review the Terms and Conditions regularly whereupon the continued use of the Service after any such changes, whether or not reviewed by you, shall constitute your consent and acceptance to such changes and confirm that you have read, accepted, and agreed to be bound by such amendments or modifications.

Once agreed, you are bound by these Terms and Conditions while availing the Service. If You decide not to agree to these Terms and Conditions and wish to discontinue using the service, you must notify the Company at once. Terms of separation/Termination are detailed hereinunder in Clause 7.

Pathao Limited and Sellers/Vendors are hereinafter, where the context so requires or permits, referred to individually as a “Party” and jointly as the “Parties”. 

1. DEFINITION

For the purpose of these Terms and Conditions, wherever the context so admits and requires, the following words shall have the following meanings: 

1. “Agreement/Terms and Conditions” shall mean the Terms and Conditions or Agreement or specified herein and include all further amendments and annexures thereto and any other terms and conditions published by Pathao from time to time on its Platform (App or Website:  https://pathao.com/terms/). 
2. “Cash-on-Delivery” shall mean payment of the Order Amount by the Customer upon Delivery of the Products where the designated Deliveryman collects the Order Amount from the Customer upon delivery of the Products, and the Sellers/Vendors shall receive the Price of the Product from Pathao in accordance with Pathao Shop’s payment policy after deduction of the Commission payable to Pathao.
3. “Customer” shall mean any individual registered with Pathao against a designated mobile number who places an Order for Delivery through the Platform.
4. “Customer Feedback” shall mean the ratings, reviews, or comments provided by the Customer after completing an Order, Service, and overall experience.
5. “Delivery” shall mean the act of carrying or transporting the Deliverables/Products by the Deliveryman to the Delivery Address specified by the Customer in an Order placed through the Platform.
6. “Deliverable(s)/Product(s)” shall mean and include, but not limited to, any grocery, daily use products, personal care products, or essential commodities prepared, packaged, by Sellers/Vendors maintaining the standard set by the relevant laws and regulations of Bangladesh which is displayed on the Platform for sale specified in any Order for Delivery.
7. “Delivery Address/Location” shall mean the address specified by the Customer for the Delivery of the Deliverable in any Order placed through the Platform.
8. “Delivery Fee” shall mean the amount of fees determined by and payable to Pathao by the Customer in consideration of the Delivery Service provided by Pathao as per the Order placed by the Customer through the Platform. 
9. “Delivery Time” shall mean the estimated time required to complete the delivery process of any Deliverable(s)/Product(s), from the time the Order is accepted, which shall be 01 (one) to 03 (three) days for ISD deliveries and 03 (three) to 05 (five) days for OSD  deliveries. The actual Delivery Time may vary due to factors beyond control, including but not limited to traffic, civil unrest, or Force Majeure events.
10.  “Delivery Service” shall mean and include the process whereby the Deliveryman designated by Pathao confirms and fulfills the Order placed by the Customer. Product availability shall be updated and reflected on the Pathao platform by the Seller/Vendor. Upon Order confirmation, the Deliveryman shall collect the Product from the Seller/Vendor and deliver it to the Delivery Address specified in the Order. In the case of Cash Payment by the Customer, the Deliveryman shall collect the Order Amount upon successful delivery. No upfront payment is made by the Deliveryman to the Seller/Vendor.
11.  “Deliveryman” shall mean and include the delivery and pick-up personnel designated by Pathao for completing any Order under this Agreement including collecting the Deliverable from Seller/Vendor and delivering the same to the Delivery Location specified by the Customer.
12.  “Commission Fee” shall mean the fee payable against every online sale of the Products by Seller/Vendor through the Platform to Pathao in consideration of the Marketplace Service provided by Pathao at a rate specified in Clause 5 of this Agreement.
13.  “Marketplace Service” shall mean providing, in consideration of a Commission Fee, the online platform at Pathao through the mobile application of Seller/Vendor where Pathao can display their Products with the Price, connect the Customer, and sell the Products available. 
14.  “Product List/SKU List” shall mean the list of Products of the Seller/Vendor enlisted and displayed on the Platform for sale with proper images, detailed descriptions and available quantity of the Products including the Price. 
15.  “Online Payment/Online Payment by the Customer” shall mean Online Payment by the Customer where the Customers pay the full Order Amount upon Delivery, as per the Order Receipt displayed on the Platform through the digital payment method offered by Pathao. The Seller/Vendor shall receive payment according to Pathao Shop’s payment policy and schedule.
16.  “Operation Hour” shall mean the time periods declared by the Seller/Vendor on the Platform during which the Seller/Vendor is available to accept or decline Orders, while the Sellers/Vendor’s store remains live on Pathao Shop on a 24/7 basis unless deactivated by the Seller/Vendor or Pathao Shop for business purposes.
17.  “Order” shall mean an order, for the online purchase of any Product of Seller/Vendor through the Platform and the Delivery Service from Pathao, duly placed by the Customer on the Platform by selecting specific Product(s) to be delivered specifying the Delivery Address and selecting the payment option as per the Pathao Terms available at: https://pathao.com/terms.   
18.  “Order Amount” shall mean the aggregated amount payable to Pathao by the Customer upon Successful Delivery of any Deliverables by the Deliveryman which includes Product Price, Delivery Fee, and other charges, and may be adjusted with any discount or promo offered by any Party under Clause 4 of this Agreement.
19.  “Order Preparation Time” shall mean the period of up to 48 (forty-eight) hours from the time an Order is placed on the Platform within which the Seller/Vendor confirms the Order and prepares the Product by marking it as “Ready to Ship,” after which the Deliveryman is scheduled in accordance with the applicable logistics process.
20.  “Package/Packaging” shall mean any container or wrapper used by Seller/Vendor for enclosing or containing any Product for Delivery that is safe, proper, and adequate to withstand normal transportation and environmental hazards and shall comply with the applicable packaging guidelines (also, প্যাকেজিং টিপস) issued by the Pathao Courier, as shared from time to time.
21.  “Price/Product Price” shall mean the price of the Product as determined by the Parties to be enlisted and displayed on the Platform excluding the Delivery Charges and other charges that may be added to the Order Amount. 
22. “Illegal, Prohibited, or Restricted Product” shall mean preparing, packaging, distributing, and selling any Product that is illegal, prohibited, or restricted under the law of the country and in any way, detrimental to the public health, safety, and morality and against the public policy as specified in Clause 3.22.
23.  “Service Coverage Area” shall mean the specific area within the territory of Bangladesh where Pathao Services (Delivery Service and Marketplace Service) are or will be made available by Pathao for its Customers and Sellers/Vendors.
24. “Seller” / “Vendor” shall mean any individual or entity that has entered into this Agreement with Pathao to list, market, and sell Products on the Platform. The Seller/Vendor is responsible for ensuring the quality, quantity, and legality of its Products, accurate descriptions and pricing, compliance with Bangladesh laws, and timely preparation and packaging of Orders for delivery. The Seller/Vendor must operate during the declared Operation Hours and is fully responsible for any non-compliance or breach related to its Products or conduct.
25.  “Successful Delivery” shall mean successful completion of Delivery as per the Order where Delivery Attempt is made by the Deliveryman and the Customer receives the Deliverable with an in-app confirmation notification.  

1.27. “Payment Model” shall mean the payment process under Pathao whereby the Customer pays the Order Amount either through Cash-on-Delivery or in advance via MFS, digital payment gateways, or bank transfer, as made available on the Platform, and the Seller/Vendor receives the payout for each successfully delivered Order from Pathao on a T+8 basis, meaning 08 (eight) days after successful delivery, after deduction of applicable Commission Fees in accordance with Clause 5 of this Agreement.   

2. SERVICE SCOPE

Pathao shall provide, in exchange for the Commission Fee and other applicable fees and charges, an online Marketplace platform (‘Pathao Shop’) where the Seller/Vendor can list and display its products to be sold, with the product prices determined mutually by the Seller/Vendor and Pathao. The Platform will connect the Seller/Vendor to Customers residing within the Service Coverage Area, allowing them to browse and place orders for the desired products online. The Customer will pay the Order Amount, including the price of the products, Delivery Fees, and any other applicable charges, either through the digital payment methods provided by Pathao on the Platform (Online Payment) or in cash to the Deliveryman upon successful delivery (Cash-on-Delivery).

Pathao shall ensure that the ordered products are delivered to the Delivery Location specified by the Customer, via its designated Courier Service.

3. SERVICE PROCESS

A. Registration & Enlistment of the Seller/Vendor

3.1. To avail the Marketplace Service, the Seller/Vendor must be registered with the Platform by creating an Account against a designated mobile number using the Pathao App (Shop App) and providing the following required documents as per the Digital Commerce Operation Guidelines 2021:

• Trade License, TIN, BIN, UBID, PRA (Personal Retail Account)
• NID of the Seller/Vendor
• Recent Passport-Size Photo of the Seller/Vendor 
• Seller/Vendor Name, Email, Mobile Number of the Seller/Vendor and Registered Address of the Seller/Vendor as per Trade License.   
• Bank Details of the Seller/Vendor including Holder Name, Account Number, Routing Number, Bank Name, Branch, and Cheque Copy.   
• Brand Authorization of the the Seller/Vendor
• Pickup Location and Contact Person/Number 

3.2. Once registered with the Platform, the Seller/Vendor will be enlisted and have access to the Platform. It can determine its own “Account Name” and log in/out to the ‘Pathao Shop Merchant Portal’ through a password set by the Seller/ Vendor. The Seller/ Vendor or the Seller/ Vendor PoC shall be solely responsible for protecting the Password. Passwords should be kept confidential at all times and must not be shared or disclosed to anyone except the lawful authority. Pathao shall not be liable for any issues, which may arise from the unauthorized use of the Password.   

3.3. The Seller/Vendor shall be responsible for all activities and orders through its Account. If the Seller/Vendor knows or suspects that someone has knowledge of its account credentials, it should contact Pathao immediately.

3.4. Any and all information provided by the Seller/ Vendor or Seller/ Vendor PoC at the time of registration is self-declaration and shall be binding on the Seller/Vendor. Pathao shall operate as per the information given to it by the Seller/Vendor. Pathao shall not bear any responsibility nor shall be held accountable for misinformation or disinformation provided by the Seller/Vendor at the time of registration or subsequent update of relevant information. Subsequent changes to account information can be made through Pathao call center support. The Seller/Vendor can reach out to the Key Account Manager assigned by Pathao, if any, for any inquiry or call the Pathao Support helpline at 09678100800.

B. Enlistment & Regular Updating of the Product/SKU List

3.5. Once the Seller/Vendor is enlisted on the Platform, the Seller/Vendor can access the Merchant Portal using its ID and password to list the Products/SKUs it is authorized to sell, including accurate descriptions, images, stock/quantity, and pricing (the “Product/SKU List”). Pathao shall review and verify the product information submitted by the Seller/Vendor, and upon approval, the Products/SKUs will be made available for Customers on the Platform in compliance with Clause 3.2 of the Digital Commerce Operation Guideline, 2021. Provided that the Seller/Vendor shall ensure that the description, image, available quantity, and the Price of the Product/Product Items declared to Pathao are proper and accurate, and the Seller/Vendor shall bear the responsibility for any discrepancies or inaccuracies in the services/information provided by the Seller/Vendor.

3.6. In case of any changes or modifications to the Product/SKU List, the Seller/Vendor shall update the information on the Merchant Portal promptly. Provided that the Seller/Vendor shall be responsible for updating the ‘Item Available/Unavailable’ status and shall not display any unavailable Product/SKU list on the Platform.

3.7. Pathao shall maintain an up-to-date sales log account book/balance sheet with Price details of Product/Product Item(s) sold through the App and any deductions made to it. The Seller/Vendor can see the information regarding the online sales analytical data through the Merchant Portal.

C. Maintaining the Declared Operation Hour

3.8. The Seller/Vendor shall ensure that, while the Pathao Shop remains live on the Platform, the Seller/Vendor is available to accept or decline Orders during the Operation Hour as declared on the Platform, and that such declared Operation Hour accurately reflects the actual availability of the Seller/Vendor. 

D. Order Processing and Handover to Deliveryman

3.9. Upon placement of an Order by a Customer through Pathao Shop, the Seller/Vendor shall confirm the Order and mark it as “Ready to Ship (RTS)” within 48 (forty-eight) hours of receiving the Order. Upon such confirmation, the Order shall be deemed accepted by the Pathao Shop.

3.10. Following the Seller/Vendor marking the Order as Ready to Ship, the designated Deliveryman assigned by Pathao shall collect the ordered Product/Product Item from the Seller/Vendor within 24 (twenty-four) hours. The Seller/Vendor shall ensure that the Product/Product Item is properly Packaged and prepared in accordance with the confirmed Order at the time of pickup.

3.11. Upon successful Pickup of the Product/Product Item by the Deliveryman, delivery to the Customer shall be completed on an estimated basis within maximum 5 (five) days inside Dhaka and 10 (ten) days outside Dhaka, subject to the relevant provision of Digital Commerce Operation Guidelines, 2021, depending on the logistical and operational conditions. 

3.12. Pathao shall ensure up to 03 (three) delivery attempts to deliver the Product/Product Item to the Customer. If the first Delivery attempt made within the Delivery Time SLA fails for any reason, Pathao shall ensure 02 (two) additional delivery attempts beyond the Delivery Time SLA. If the Customer fails to receive the Product/Product Item within these 03 (three) attempts, the same shall be deemed a “Failed Delivery” and shall be returned to the Seller/Vendor without delay. Upon delivery, Pathao shall send a One-Time Password (OTP) to the Customer’s registered mobile number. The Customer must share the OTP with the Deliveryman for confirmation of delivery. The Deliveryman shall input the OTP in the system to confirm successful delivery. If the Customer refuses to share the OTP while accepting the Product/Product Item, Pathao reserves the right to mark the parcel as “Delivered” in the system. Pathao shall preserve the digital transaction log, which shall serve as valid Proof of Delivery.

3.13. The Seller/Vendor and its employees shall treat the Deliveryman and/or Deliveryman in a professional, courteous, and socially accepted manner, equivalent to the treatment accorded to any Customer, and the same standard of conduct shall apply reciprocally.

3.14. The Seller/Vendor shall hand over the ordered Product/Product Item to the Deliveryman along with the system-generated Order Receipt from the Pathao Shop Merchant Portal provided by Pathao as proof of the transaction. In the event of any technical issue with the Pathao Shop Merchant Portal, a cash memo or receipt, duly attested with the Seller/Vendor’s seal and authorized signature, shall be provided. Such receipt or system-generated digital Order Receipt shall constitute valid proof of the transaction and shall be binding on the Seller/Vendor in the event of any return initiated by the Customer due to any lapse attributable to the Seller/Vendor, including but not limited to issues relating to quality, quantity, or packaging of the Product/Product Item. 

3.15. A delivery shall be deemed a “Failed/Canceled Delivery” if: 

• The Customer refuses to receive the Product/Product Item;
• The Customer remains unavailable after delivery attempts;
• Incorrect or incomplete contact information is provided; 

In case of any such Failed/Canceled Delivery, the Product/Product Item shall be returned to the Seller/Vendor within approximately the same timeline as the initial delivery attempt. Upon return, the Seller/Vendor must share the Return OTP with the Deliveryman and sign the Return Slip. In case of refusal to provide OTP or sign the Return Slip, Pathao reserves the right to verify and mark the parcel as “Returned” in the system.    

E. Product/Product Item Quality

3.16. While processing and packaging the Product/Product Item for Delivery, the Seller/Vendor shall always ensure that the Product/Product Item is: 

• Of quality and quantity as per the relevant Order 
• Edible and of hygiene and quality up to the standard set by the relevant law and regulations prevalent in Bangladesh. 

3.17. The Seller/Vendor shall be liable to compensate the Customer in case of any return of the delivered Product/Product Item by the Customer because of any lapse on the part of the the Seller/Vendor i.e., quality/quantity issue of the sold Product/Product Item, poor packaging, etc. Customers shall be able to return the product within 07 (seven) days from delivery with proper video/unboxing proof. The commercial team will investigate it and create a reverse journey for the product. Once the reverse journey is created, the deliveryman will pick the product from the Customer and send it to the hub for further processing.     

In cases where advance payment has been made and the Seller/Vendor fails to deliver the Product/Product Item within the prescribed timeline, the full amount paid by the Customer shall be refunded to the original payment method within 10 (ten) days (excluding payment channel processing time), and in accordance with the applicable Digital Commerce Operation Guideline, 2021. 

3.18. The Seller/Vendor shall always be responsible for any health issue of the Customer that may be caused by the Product/Product Item sold by it through the Platform.

F. Product/Product Item Packaging

3.19. The Seller/Vendor shall be responsible for Packaging the Product/Product Items and ensuring that the Product/Product Item is sealed and packed in such a way that it withstands the usual transportation and handling pressure. Here to note that the Seller/Vendor shall be solely responsible for ensuring appropriate packaging and wrapping based on the nature and variations of the Product ordered and maintain extra caution in packaging Product/Product Items that are fragile and spillable in nature and susceptible to damage and leakage subject to the packaging guidelines (also, প্যাকেজিং টিপস). 

3.20. The Seller/Vendor shall be liable for any damage to the Product/Product Item that occurred during the en-route time due to poor packaging by the Seller/Vendor and shall compensate the Customer with relevant charges including the Delivery Charge.

3.21. If the Product/Product Item is damaged or altered during the Delivery in any way except for poor Packaging by the Seller/Vendor, upon receiving notice of the same, Pathao shall investigate the incident and resolve the issue accordingly.

3.22. The Seller/Vendor acknowledges that packaging provided at the time of handover typically covers a single delivery journey. Multiple delivery attempts due to Customer unavailability or return transit following a Failed Delivery may cause packaging stress, including box damage, packaging degradation, invoice displacement, or minor wear and tear. Pathao shall handle all parcels with reasonable care; however, Pathao shall not be liable for any wear and tear, packaging damage, or deterioration arising from inadequate or poor packaging by the Seller/Vendor or from multiple delivery attempts. Pathao reserves the right to decline any compensation claim relating solely to packaging damage where no negligence on the part of Pathao is established.

G. Illegal, Prohibited, or Restricted Product/Product Item

3.23. The Seller/ Vendor shall ensure, during the Packaging of the Product/Product Items, that no such Product/Product Item will be enlisted, packaged, sealed, marketed and dispatched through the Platform which is illegal, prohibited, or restricted, adulterated, expired, counterfeit, misbranded, unsafe, or otherwise unlawful under the law of the country and in any way, detrimental to the public health, safety, and morality and against the public policy. For avoidance of doubt, Illegal, Prohibited, or Restricted Product/Product Items shall include, without limitation, any goods prohibited or restricted under Sections 41, 42 & 43 of the Consumer’s Right Protection Act, 2009, Sections 3.2.6 & 3.2.8 of the Digital Commerce Operation Guideline, 2021, Food Safety Act, 2023, Narcotics Control Act, 2018, Bangladesh Standards and Testing Institution Act, 2018 and any other applicable laws, rules, regulations, circulars, notifications, or directives issued by the Government of Bangladesh or any competent authority from time to time. 

3.24. While preparing, packaging, displaying, and selling any Product/Product Item through the Platform, the Seller/Vendor shall comply with the laws, rules, regulations, and standards relating to Product preparation, sale, marketing, and public health and safety.

H. Required Use of the Platform and Application

3.25. The Seller/Vendor must not abuse the Platform and mobile Application of Pathao by and for conducting any illegal, prohibited, or unlawful activities or transactions.

3.26. The Seller/Vendor hereby agrees not to engage, while using the Pathao App or the Platform, in any unlawful or unauthorized activities including without limitation:

• Breaching this Agreement, privacy policy, confidentiality clause, or any other agreement it has entered into with the Company;
• Violating any relevant law or regulation including the The Consumer’s Right Protection Act, 2009, Digital Commerce Operation Guidelines 2021 and other such laws/regulations prevalent or to be issued from time to time in future by the relevant authorities.
• Violating the copyright, trademark, or patent of the Company or any other third party;
• Engaging in potential suspicious or fraudulent activity or transaction;
• Refusing to confirm or provide identity or any other information requested for any investigation;
• Distributing any unlawful, libelous, abusive, threatening, harmful, obscene or otherwise objectionable material and transmitting material that constitutes a criminal offense or civil liability, or otherwise breaches any laws or regulations; providing misleading or false information;
• Interfering with any other person’s use or enjoyment of the Platform.

4. PRODUCT PRICING POLICY

4.1 The Seller/Vendor shall set and manage Product prices directly through their Merchant Portal account. Product prices may include standard packaging costs and may also include applicable regulatory charges, Supplementary Duty (SD), and other taxes as per the Seller/Vendor’s pricing policy. The Seller/Vendor shall be solely responsible for payment of VAT and other applicable taxes on the Product Price in accordance with applicable laws and government policy. 

4.2 The Seller/Vendor may update Product prices and stock availability directly through the Merchant Portal at any time which the Seller/Vendor notify the relevant Point of Contact (POC) from the Pathao Shop commercial team before making any changes, especially during promotional campaigns.

4.3 Promotions, discounts, and special offers may be introduced by the Seller/Vendor or Pathao from time to time, subject to mutual agreement and campaign terms. In case of promotional campaigns, the Seller/Vendor is advised to inform the relevant Pathao Shop commercial POC in advance to ensure seamless execution.

5. SERVICE FEE

A. Commission

5.1 The Seller/Vendor shall pay and Pathao will be entitled to receive a Commission at the rate of _____% of the Price of each Product sold through the Platform. Commission payable to Pathao, except for regulatory charges, excluding VAT, will be calculated as per the Price after any discount or promotional offer (if applicable). The calculation will be done as per the following process:

• If the Seller/Vendor provides any discount on the Product, the Commission shall be calculated on the discounted price of the Product, i.e., the Price after such discount.
  
• If Pathao provides any discount on the Product, the Commission shall be calculated on the declared/actual Price of the Product, i.e., the Price before such discount.
  
• If both Parties provide a discount on the Product, the Commission payable by the Seller/Vendor to Pathao shall be calculated based on the declared/actual Price of the Product and adjusted as per the portion of the discount each party agrees to bear.

5.2 For availing of the marketplace services, the Seller/Vendor shall pay and Pathao shall receive a Commission at the agreed rate of the sales generated through the Platform.

5.3 The rate of the Commission may be changed from time to time with the prior written consent of 15 (fifteen) days, and approval from both Parties.

B. Compensation/Cancellation Fee

5.5. Order confirmation on the Platform is subject to acceptance by the Seller/Vendor and availability of the ordered Product. If the Seller/Vendor accepts an Order but fails to dispatch the Product within the prescribed timeline, the Order may be automatically cancelled and the Customer shall be notified accordingly. In the event of such cancellation, any prepaid amount collected from the Customer shall be refunded to the original payment method within 10 (ten) days (excluding the processing time required by the relevant payment channel). Where delivery fails due to Customer unavailability, refusal to receive, incorrect contact information, or cancellation after dispatch, the matter shall be treated as a Failed Delivery. 

5.6. Where an Order is cancelled due to any act, omission, or failure attributable to the Seller/Vendor, including but not limited to non-availability of the Product, outdated or inaccurate product listings, the Seller/Vendor being marked as open or online while not operational, or refusal to honor the price listed on the Platform, Pathao shall be entitled to impose a Cancellation Fee per cancelled Order at a rate determined solely by Pathao. The Seller/Vendor shall further be liable for any resulting Customer compensation, refund obligations, or service disruptions arising from such cancellation.

5.7. Customers may request cancellation of an Order prior to dispatch, and Pathao shall coordinate with the Seller/Vendor to facilitate such request where possible. Once an Order has been dispatched, cancellation may not be feasible.

5.8. Notwithstanding anything to the contrary, Pathao reserves the right to cancel any Order at its discretion in cases of pricing errors, suspected fraudulent activity, or operational constraints, without incurring any liability.

6. PAYMENT MODALITY

6.1. Pathao shall disburse payments to the Seller/Vendor on a T+8 basis, meaning that the payout for each successfully delivered Order shall be made 08 (eight) days after the date of successful delivery.

6.2. Customers shall pay the Product Price together with applicable delivery charges through any of the payment methods made available on the Platform, including but not limited to:

(a) Cash-on-Delivery (COD); or

(b) Advance payment via Mobile Financial Services (MFS) or other digital payment gateways supported by Pathao.

6.3. Where applicable under prevailing laws and regulations, transactions conducted through the Platform may be subject to Bangladesh Bank approved Escrow Service requirements. Refunds of advance payments shall be processed to the original payment method within 10 (ten) days (excluding payment channel processing time) in compliance with the Digital Commerce Operation Guidelines, 2021. Any applicable transaction charges shall be borne by the Seller/Vendor unless otherwise agreed. 

6.4. (a) Product prices are determined and set by the Seller/Vendor and may be updated or changed at any time without prior notice.

(b) The final payable amount may include Product Price, Delivery Charges, applicable taxes, (excluding VAT), and any other applicable fees, as adjusted for any promotional offers, discounts, or cashback.

6.5. Promotional offers, discounts, cashback, or any other incentives offered by Pathao and/or the Seller/Vendor shall be governed by the specific terms and conditions of the relevant campaign and may be modified, suspended, or withdrawn at any time without prior notice.

6.6. The Seller/Vendor acknowledges and agrees that all payouts shall be subject to applicable deductions, including Pathao’s commission, service fees, refunds, returns, cancellations, penalties, or other adjustments in accordance with this Agreement and Pathao’s policies.

6.7. An Order shall be deemed successfully delivered upon confirmation of delivery on the Platform, and only such Orders shall be eligible for payout under the Seller Payout Model.

7. TERM AND TERMINATION

7.1 The Seller/Vendor may terminate this Agreement with 30 (thirty) days prior written notice.

7.2 Pathao may terminate this Agreement and/or cease offering or deny access to the Services or any portion thereof immediately at any time for any reason.

7.3 In case of termination, the Seller/Vendor shall settle its dues pending to Pathao within 07 (seven) days of the termination notice. Otherwise, Pathao reserves the right to claim simple interest (2%) on total dues for delays of every calendar day.

7.4 Besides this Agreement, the Terms and Conditions as annexed with Pathao Shop in the mobile application/website of Pathao shall also be binding on Seller/Vendor to the extent the same is applicable and consistent for the purpose.

7.5 If the Seller/Vendor fails to respond, Pathao shall require the contract number along with multiple contact numbers for legal purposes. In the event any government-related case, issue, or fee arises due to the non-responsiveness or default of the Seller/Vendor, and such fee is paid by Pathao to the relevant authority, the amount so paid shall be adjusted against any payments payable to the Seller/Vendor. Any dispute arising between the Parties, whether prior to or during the term of this Agreement, shall be treated as a joint matter for resolution. Any financial liability arising from such dispute and payable to Pathao shall be adjusted against the payments due to the Seller/Vendor. 

8. AMENDMENT

8.1. This Agreement may be amended only by a written agreement clearly setting forth the amendments and signed by parties hereto.

8.2. Besides this Agreement, the other terms and conditions as attached to Pathao Shop published on the Platform (mobile Application/website) shall also be binding on Seller/Vendor to the extent the same is Applicable and consistent for the purpose of this Agreement.

9. WARRANTY AND REPRESENTATION

9.1. The Seller/Vendor represents and warrants that it has all necessary statutory and regulatory permissions, approvals, permits, and license(s) for the running and the operation of its establishment and for the conduct of its business, more particularly, for performing its obligations under this Agreement;

9.2. The Seller/Vendor further represents and warrants in relation to Pathao that: 

1. The execution of this Agreement and the performance of its obligations under this Agreement and the implementation of terms and conditions contemplated hereby are not a violation of any statute, regulation, rule, order, decree, injunction, or any other restriction of any government agency or court of law or of any regulations authority to which it is subject or of any of the provisions of its constitutional documents;
2. The execution of this Agreement and the performance of its obligations under this Agreement and the implementations of the terms and conditions contemplated hereby do not constitute a breach of any agreement, arrangement, or understanding, oral or written, entered into by it with any third party.

10. INDEMNITY

10.1. Each Party (Breaching party) agrees to indemnify, defend and hold the other Party (Non-breaching party) harmless and keep it indemnified from and against all losses, damages, penalties, costs, expenses, and charges imposed on the other Party as a result of any claims, demands or legal proceedings by a third party as a consequence of any act(s), omission(s), non-compliance or breach by the Breaching party, its officers or employees of directives, rules, regulations, instructions, or orders of any statutory, regulatory or municipal authority or any other applicable laws, or the provisions of this agreement.

10.2. The Seller/Vendor shall indemnify Pathao in full against all actions, claims, and demands made against Pathao and all costs, losses liabilities, or expenses that may be incurred by Pathao arising in connection with the quality of the Products sold and delivered by the Seller/Vendor and all or any health issues that may arise or faced by the Customers or attributable to the breach of the terms and conditions of this Agreement by the Seller/Vendor.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. Nothing in this Agreement shall be deemed to confer any assignment or license of the intellectual property rights of any Party to the other Party and all the intellectual property rights of the parties shall remain the property of the respective parties.

11.2. All such intellectual property rights are the exclusive properties of the respective parties, and the other party is only permitted to use the intellectual property rights in the manner specified in this agreement or contained in the written instructions issued by the respective parties, or as agreed by the parties in writing.

11.3. The parties shall comply with all specific instructions from the other party and procedures pertaining to the intellectual property rights prescribed by the parties from time to time, and shall obtain written approval of the other party in the manner set out herein for all advertisements, publications and communications including or referring to the intellectual property rights.

12. CONFIDENTIALITY

12.1. The Parties shall not use or disclose to any person, firm, corporation or other business entity any confidential information, and shall not in any other way publicly or privately disseminate any confidential information, and shall not help anyone else to do any of the foregoing. 

12.2. The Parties covenant and agree to keep confidential and secret, whether stated to be confidential or not, all verbal and written communications and all other information that the Parties came to know pursuant to the relationship created by this Agreement as well as all other information agreed between the Parties and data they acquire in connection with the customers, suppliers, and third-party business partners and not to use such information for purposes outside the scope of this Agreement or pass it on to any third party or use it in breach of the data privacy laws prevalent in Bangladesh.

12.3. Each Party shall maintain the confidentiality of all such confidential information, and without obtaining the written consent of the other Party and shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.

12.4. The Seller/Vendor agrees that the consequences of commercial use or re-publication of content or information of the Seller/Vendor may lead to serious and incalculable monetary compensation that may not be a sufficient or appropriate remedy and that Pathao shall be entitled to temporary and permanent injunctive relief to prohibit such use. Pathao shall aggressively enforce its Intellectual Property rights to the fullest extent of the laws, including criminal prosecution. 

12.5. The liabilities of the Parties under this confidentiality clause shall remain valid and effective beyond the termination of this Agreement.

13. FORCE MAJEURE 

13.1. The term ‘Force Majeure’ as employed herein shall mean acts of God, acts of the public enemy, wars, riots, epidemics, pandemics, civil disturbances, change of law, and any other similar events, not within the control of either party and which by the exercise of due diligence neither Party is able to overcome.

13.2. If either Party is temporarily unable because of Force Majeure to meet any of its obligations under the Agreement and if such Party gives to the other Party written notice of the event within 07 (seven) days after its occurrence, such obligations of the Party shall be suspended as long as the inability continues for maximum 30 (thirty) days and the Agreement may be terminated with 15 (fifteen) days’ notice if the inability to perform any obligation beyond 30 (thirty) days.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. It is the intent of the parties that all questions with respect to the construction of this Agreement and the rights of the parties shall be determined as per the applicable provisions of the laws of Bangladesh. 

14.2. All disputes relating to the terms and conditions of this Agreement shall be settled amicably between the Parties within 30 (thirty) business days. If the amicable settlement fails or the 15 (fifteen) business days period expires without any settlement, the dispute shall be referred to for arbitration in accordance with the provisions of the Arbitration Act, 2001. The decision of the Arbitral Tribunal shall be final and binding. The language of the arbitration shall be English and the place of arbitration shall be Dhaka, Bangladesh.

15. NOTICE AND COMMUNICATION

All notices, requests, or communications between the Parties under this Agreement shall be in writing and must be communicated via email, fax or post. The Seller/Vendor can reach out to their assigned Key Account Manager for any inquiry or call Support helpline at 09678100800and also send their queries to [email protected]. 

16. MISCELLANEOUS

The Parties agree that this Agreement is not intended to create an employer/employee, agent/principal, a partnership, or a joint venture relationship of any kind.