Paradise of Books

Seller Onboarding Agreement

This Seller Onboarding Agreement ("Agreement") is entered into by and between Onapothak.lk, a company incorporated in Sri Lanka with its principal place of business at [Your Address] ("Marketplace"), and the individual or entity agreeing to the terms herein as a seller ("Seller").

1. Definitions

In this Agreement, the following terms shall have the meanings ascribed to them:

A.) Products: This term refers to the books and related stationary items, including but not limited to printed or digital books, e-books, audiobooks, and any associated merchandise, that are specifically identified and listed by the Seller on the Marketplace for the purpose of sale. Products may encompass tangible goods or services related to literary or educational materials.

B.) Seller Account: The phrase "Seller Account" pertains to the individual or entity-specific account created and maintained by the Seller on the Marketplace's digital platform. This account is established for the primary purpose of listing, promoting, and selling Products to potential buyers and customers on the Marketplace. It is through the Seller Account that the Seller gains access to essential tools, features, and functionalities, facilitating the management, promotion, and monitoring of their Products and sales activities on the Marketplace.

The Parties hereby acknowledge and agree that the aforementioned definitions are fundamental to the understanding and execution of the terms and obligations set forth in this Agreement. These definitions serve as the cornerstone for the rights and responsibilities of the Seller in relation to the listing and sale of Products on the Marketplace.

C.) Used Books: "Used Books" refers to previously owned and circulated literary works, including but not limited to novels, textbooks, reference materials, and other written or printed publications, that have been acquired from their original purchasers or owners. These books may exhibit varying degrees of wear and tear resulting from prior use, such as creased pages, highlighting, marginal notes, or other signs of handling. The term encompasses both hardcover and paperback editions and excludes any brand-new, unused, or remaindered books. Used Books are offered for sale or exchange on the basis of their pre-existing condition, and any relevant details regarding their condition may be disclosed in accordance with the terms of this agreement.

D.) Brand New Books Definition: For the purposes of this Seller Onboarding Agreement, "Brand New Books" refers to literary works that have never been used, read, or previously owned. Brand New Books must exhibit pristine condition, free from any signs of wear, tear, damage, or markings. They are in their original packaging, including dust jackets and any accompanying accessories. Additionally, Brand New Books should meet industry standards for new, untouched merchandise. The definition encompasses books that are fresh from the publisher or distributor, with no history of handling or ownership. Sellers are required to accurately represent the condition of Brand-New Books in accordance with this definition.

E.) Stationery Items Definition: In the context of this Seller Onboarding Agreement, "Stationery Items" pertain to a diverse range of paper-based and writing materials intended for personal, professional, or educational use. This category includes, but is not limited to, notebooks, notepads, writing instruments (such as pens and pencils), planners, diaries, envelopes, folders, binders, sticky notes, paper clips, and other related accessories. Stationery Items are expected to be new, unused, and in excellent condition, free from defects or damages. Sellers are obliged to accurately represent the condition and specifications of Stationery Items in accordance with industry standards and customer expectations.

2. Seller Eligibility

2.1 Legal Entity Registration. The Seller, as a fundamental condition of participation in this Agreement, hereby represents and warrants that they meet the following eligibility criteria:

Legally Registered Entity: The Seller can either be legally registered entity in Sri Lanka , unregistered individual business or an individual person. This registration must be valid, in good standing, and in compliance with all applicable laws and regulations of Sri Lanka. The Seller shall provide evidence of such registration upon request by the Marketplace.

2.2 Right, Power, and Authority. In addition to the requirements outlined in section 2.1, the Seller further represents and warrants the following:

Authority to Enter and Perform: The Seller possesses the right, power, and authority to enter into this Agreement and to perform their obligations hereunder. The Seller confirms that their participation in this Agreement does not conflict with any other agreements, legal obligations, or restrictions that may be in place, whether they be contractual, regulatory, or otherwise.

2.3 Compliance with Laws and Regulations. The Seller, as a responsible and law-abiding participant, acknowledges and affirms that they shall:

Comply with Applicable Laws and Regulations: Abide by and adhere to all applicable laws, regulations, and legal requirements, including but not limited to tax obligations, that pertain to their activities under this Agreement. The Seller shall assume full responsibility for tax reporting and remittance obligations related to the income generated from their participation on the Marketplace, and they shall maintain all necessary records and documentation to ensure compliance with these obligations.

The Seller recognizes the critical importance of meeting the above-stated eligibility criteria and undertakes to promptly notify the Marketplace in the event that any of these representations and warranties cease to be accurate during the term of this Agreement. Failure to meet any of the criteria detailed in this "Seller Eligibility" clause may result in the suspension or termination of the Seller's access to the Marketplace, as well as potential legal actions to recover any damages or losses incurred by the Marketplace due to the Seller's ineligibility.

3. Seller Account Setup

3.1 Account Creation. In order to facilitate the provision of Products on the Marketplace, the Seller shall undertake the following actions:

Seller Account Creation: The Seller agrees to initiate the process of creating a dedicated Seller Account on the Marketplace. This Seller Account is a central tool and platform that enables the Seller to list, manage, and promote their Products to potential buyers on the Marketplace.

3.2 Accuracy of Information. In the course of establishing the Seller Account, the Seller shall adhere to the following guidelines:

Accuracy and Completeness: The Seller is committed to providing accurate, up-to-date, and complete information during the account setup process. This includes, but is not limited to, providing correct contact information, business details, and any other requested data essential for account creation and management. The Seller is responsible for ensuring that all information remains accurate and current throughout the duration of this Agreement.

3.3 Security of Account Credentials. In recognition of the importance of maintaining the security and integrity of the Seller Account, the Seller shall assume the following responsibilities:

Account Credentials Security: The Seller acknowledges and agrees that they are solely responsible for maintaining the security and confidentiality of their Seller Account credentials, including but not limited to usernames, passwords, and any other access information. The Seller must take all necessary precautions to prevent unauthorized access to their Seller Account. If the Seller becomes aware of any unauthorized access or use of their account, they shall promptly notify the Marketplace and take immediate steps to change their account credentials.

3.4 Online Marketplace Platform Edits Responsibility:

Upon receiving approval from the platform administrator for any content or information related to the items listed for sale, the Seller acknowledges and agrees that any subsequent edits or modifications made by the Seller to the approved content on the online marketing platform shall be the sole responsibility of the Seller. The Seller is responsible for ensuring that any such edits comply with all applicable laws, regulations, and the terms of use of the online marketing platform.
The Seller agrees to indemnify and hold harmless the online marketing platform and its administrators from any legal consequences, claims, or liabilities arising from or related to the Seller's edits, including but not limited to issues of accuracy, legality, or compliance with the platform's policies.
The Seller further acknowledges that it is their responsibility to promptly update and rectify any content that may become non-compliant due to changes in laws or regulations or any other relevant circumstances. Failure to adhere to these responsibilities may result in the removal of the listing or other appropriate actions by the platform administrators.
The Seller acknowledges that their Seller Account is a critical component of their engagement with the Marketplace, and the accurate and secure management of this account is of paramount importance. Failure to comply with the guidelines detailed in this "Seller Account Setup" clause may result in the suspension or termination of the Seller's access to the Marketplace and could potentially lead to legal actions in cases of security breaches or misuse of account credentials.

4. Product Listings

4.1 Accuracy of Product Listings. To ensure transparency and quality in the representation of Products offered on the Marketplace, the Seller shall adhere to the following provisions:

Accurate Listing Information: The Seller shall diligently and accurately list all Products intended for sale on the Marketplace. This includes providing detailed and informative descriptions of the Products, clearly stated prices, and real-time information regarding Product availability. The Seller is responsible for the completeness and accuracy of all Product listings, ensuring that they are free from any deceptive, misleading, or false information.

4.2 Intellectual Property Compliance. The Seller acknowledges the importance of respecting the intellectual property rights of third parties and shall undertake the following responsibilities:

Intellectual Property Rights Compliance: The Seller is responsible for ensuring that their Product listings do not infringe upon the intellectual property rights of any third party, including but not limited to copyrights, trademarks, patents, and any other proprietary rights. It is the Seller's duty to confirm the legal ownership or authorized usage of any intellectual property associated with the Products they list on the Marketplace.

4.3 Prompt Updates. In order to maintain the accuracy of Product listings and provide potential buyers with current information, the Seller shall commit to the following actions:

Timely Updates: The Seller shall promptly update the information pertaining to their listed Products to accurately reflect any changes in availability, pricing, or other relevant details. This includes updating the status of "out of stock" or "discontinued" Products, as well as promptly adjusting prices in response to market conditions. Timely updates are crucial for ensuring the satisfaction of buyers and the smooth operation of the Marketplace.

The Seller recognizes the vital role that accurate, transparent, and up-to-date Product listings play in the success of their engagement with the Marketplace. Failure to adhere to the guidelines outlined in this "Product Listings" clause may result in consequences including, but not limited to, the suspension or termination of the Seller's account on the Marketplace, and potential legal actions in cases of intellectual property infringement.

5. Orders and Fulfillment

5.1 Timely Order Fulfillment : To ensure a seamless and reliable shopping experience for buyers on the Marketplace, the Seller shall undertake the following obligations:

Prompt Order Fulfillment: The Seller commits to promptly and efficiently fulfill all orders placed by buyers through the Marketplace. The Seller shall use their best efforts to ensure that Products are prepared for shipment and dispatched within the stipulated timeframes to the person who undertakes the delivery assigned by Onapothak.lk

5.2 Packing and Shipping Responsibility :

The Seller shall be solely responsible for the appropriate and secure packing of the items specified in this agreement. The Seller shall ensure that the packing method employed is suitable to prevent damage during transit and complies with industry standards. All costs associated with packaging, including materials and labor, shall be borne by the Seller. The Seller shall arrange for the shipment of the items to the designated destination in a timely manner and in accordance with any specifications outlined in this agreement. Any expenses related to the packaging and shipping process shall be the sole responsibility of the Seller, and the Buyer shall not be held liable for any such costs. The Seller shall provide the Buyer with relevant tracking information and confirmations promptly upon dispatch. In the event of damage during transit due to inadequate packaging, the Seller shall be responsible for any resulting losses or damages incurred by the Buyer.

6. Pricing and Payment

6.1 Setting Product Prices. In order to establish clear guidelines for the pricing and payment process, the following provisions shall apply:

Seller's Pricing Responsibility: The Seller retains the sole and exclusive responsibility for determining and setting the prices of their Products offered on the Marketplace. This includes the discretion to adjust prices as deemed appropriate, taking into consideration factors such as market conditions, demand, and competition. The Seller shall ensure that all listed prices are clear, accurate, and inclusive of any applicable taxes and fees, as required by law.

6.2 Payment Collection and Remittance. To facilitate the financial transactions between buyers, the Marketplace, and the Seller, the following financial obligations are defined:

Marketplace Payment Handling: The Marketplace, as an integral part of its role, will collect payments from customers who purchase Products on the Marketplace. The Marketplace will promptly and accurately remit payment to the Seller, after deducting any applicable fees, as detailed in a separate fee structure or agreement.

6.3 Fee Transparency. The Seller acknowledges the necessity of transparency in the fee structure and agrees to abide by any applicable fee agreements or schedules provided by the Marketplace.

The Seller recognizes that the establishment of prices and the accurate handling of payments are fundamental aspects of their engagement with the Marketplace. It is imperative that prices are competitively set and payments are efficiently and transparently processed to ensure the satisfaction of customers and the successful operation of the Marketplace.

Failure to adhere to the provisions of this "Pricing and Payment" clause, including compliance with pricing responsibilities and transparent fee handling, may result in consequences such as financial penalties, adjustments to the Seller's fee structure, or potential suspension or termination of the Seller's account on the Marketplace.

7. Fees and Commissions

Seller agrees to pay the Marketplace any fees or commissions as specified in the schedule. 01

8. Customer Service and Returns

8.1 Customer Service Commitment. To ensure a high level of customer satisfaction and responsiveness to customer inquiries and issues, the Seller shall adhere to the following principles:

Prompt and Professional Response: The Seller is responsible for handling all customer inquiries, concerns, and issues in a prompt, courteous, and professional manner. The Seller shall make their best efforts to address customer queries and issues with efficiency and effectiveness, providing accurate and helpful information or solutions.

8.2 Return Policy Transparency. To provide customers with a clear understanding of the process for returning Products, the Seller shall establish and maintain a well-defined return policy, as outlined below:

Clear and Transparent Return Policy: The Seller shall create and maintain a return policy that is easily accessible to customers on the Marketplace. This return policy should be clear, transparent, and comprehensive, detailing the conditions under which customers may initiate returns, including any timeframes, procedures, and requirements. The return policy should also specify the process for handling returns, such as refund, replacement, or credit, as applicable.

8.3 Return Handling. The Seller agrees to the following procedures for the management of returns :

Return Processing: In adherence to their established return policy, the Seller shall process returns promptly and efficiently. This includes verifying the eligibility of the return request, communicating with the customer, and initiating the appropriate resolution, such as issuing refunds, arranging for return shipping, or providing replacements. The Seller shall ensure that customers are kept informed of the progress of their return requests.

8.4 Customer Feedback. The Seller recognizes the value of customer feedback and shall take the following steps:

Feedback Collection: The Seller should actively solicit and gather feedback from customers regarding their experiences with the Products and customer service. This feedback can provide valuable insights for continuous improvement.

8.5 Resolution of Disputes. In the event of disputes or disagreements between the Seller and customers related to customer service or returns, both parties shall make a good faith effort to resolve the matter through communication, negotiation, or mediation.

The Seller acknowledges that the quality of customer service and the transparency of the return policy are integral to the success and reputation of their business on the Marketplace. Failure to adhere to the provisions of this "Customer Service and Returns" clause, including unprofessional customer service practices or the absence of a transparent return policy, may result in consequences such as negative customer reviews, reputational damage, account restrictions, or potential suspension or termination of the Seller's account on the Marketplace.

9. Termination

9.1 Termination with or without Cause

Termination by Either Party: This Agreement may be terminated by either party, the Seller or the Marketplace, with or without cause, by providing written notice to the other party. The termination notice shall specify the effective date of termination, which should allow for a reasonable transition period to facilitate the orderly conclusion of business operations.

9.2 Obligations upon Termination

Seller's Post-Termination Obligations: In the event of termination, the Seller shall fulfill the following obligations:

i. Pending Orders : The Seller agrees to fulfill any pending orders that were placed by customers prior to the effective date of termination, in accordance with the terms and conditions of this Agreement.
ii. Outstanding Issues : The Seller shall make every reasonable effort to resolve any outstanding issues, disputes, or complaints raised by customers, ensuring that all matters are addressed and resolved in a fair and timely manner.
iii. Transition of Customer Data : The Seller shall work in good faith to facilitate the transition of customer data and information to the Marketplace, as required, for the seamless continuation of customer relationships and support.
iv. Return of Marketplace Property : The Seller shall promptly return any property, resources, or materials provided by the Marketplace for the purpose of conducting business on the Marketplace, if applicable.
v. Final Settlement : The Seller shall ensure that all outstanding fees, commissions, or financial obligations to the Marketplace are settled as per the terms of this Agreement.
vi. Data and Records : The Seller shall retain any necessary records, data, or information for the period specified by applicable laws and regulations, and shall cooperate with the Marketplace as required for any post-termination obligations.

The Parties understand that the termination of this Agreement may be necessary for various reasons, and it is in the best interest of both the Seller and the Marketplace to ensure a smooth and respectful conclusion of their business relationship. The obligations upon termination detailed in this clause are essential for the fair and responsible conclusion of business operations.

Failure to comply with the obligations set forth in this "Termination" clause, including the failure to fulfill pending orders or address outstanding issues, may result in consequences such as reputational damage, financial penalties, or legal action as permitted by applicable laws and regulations.

10. Confidentiality

10.1 Seller's Confidentiality Commitment

Protection of Marketplace Information: The Seller agrees to maintain the confidentiality of all information provided by the Marketplace, including but not limited to customer data, trade secrets, proprietary information, and any other non-public information pertaining to the operations, products, or services of the Marketplace. This obligation extends to information received before, during, and after the term of this Agreement.

10.2 Use and Disclosure Limitations

The Seller acknowledges and agrees to the following use and disclosure limitations:

Non-Disclosure: The Seller shall not, under any circumstances, disclose, share, or disseminate any confidential information provided by the Marketplace to any third parties without the prior written consent of the Marketplace. This obligation shall continue to be binding even after the termination of this Agreement.
Limited Internal Access: The Seller shall limit access to the confidential information to their employees or agents who have a legitimate need to know such information in the course of their duties related to this Agreement. The Seller shall ensure that these individuals are made aware of the confidential nature of the information and are bound by confidentiality obligations consistent with this clause.

10.3 Duty of Care and Non-Use

Duty of Care: The Seller shall exercise a duty of care in safeguarding and protecting confidential information received from the Marketplace, employing reasonable measures to prevent unauthorized access, disclosure, or use of such information.
Non-Use: The Seller shall not use the confidential information provided by the Marketplace for any purpose other than the performance of their obligations under this Agreement. The Seller shall refrain from exploiting, directly or indirectly, any confidential information to gain a competitive advantage or for any purpose that is not explicitly authorized by the Marketplace.

10.4 Return or Destruction of Information

Return or Destruction: Upon the request of the Marketplace or upon the termination of this Agreement, the Seller shall promptly return all confidential information, in any form, to the Marketplace or, with the Marketplace's consent, destroy all copies of such information in their possession.

10.5 Exceptions

The obligations of confidentiality as outlined in this clause shall not apply to information that:

Is Publicly Known: Is or becomes part of the public domain through no fault or breach of this Agreement by the Seller.
Is Required by Law: Is required to be disclosed by law, regulation, or a valid order of a court or government agency, provided that the Seller promptly notifies the Marketplace of such requirement to allow for appropriate protective measures.

10.6 Survival of Obligations

The obligations of confidentiality set forth in this "Confidentiality" clause shall survive the termination of this Agreement and continue to be binding on the Seller.

The Parties understand the significance of maintaining the confidentiality of certain information for the protection of both parties' interests. Failure to comply with the provisions of this clause may result in consequences such as reputational damage, legal liability, or other remedies as permitted by applicable laws and regulations.

11. Indemnification

11.1 Seller's Indemnification Obligation

Seller's Indemnity: The Seller shall indemnify, defend, and hold the Marketplace, its officers, directors, employees, and agents, harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and expenses) arising from or in connection with the sale of their Products on the Marketplace. This indemnification extends to any claims made by third parties, including but not limited to customers, other sellers, and government authorities.

11.2 Basis of Indemnification

The Seller's indemnification obligation includes, but is not limited to, claims or losses arising from:

Product Defects: Any defects, errors, or deficiencies in the quality, safety, or performance of the Products offered by the Seller on the Marketplace, including claims related to product recalls, injuries, or damages caused by the Products.
Infringement: Any alleged or actual infringement of intellectual property rights, including copyrights, trademarks, patents, trade secrets, or other proprietary rights, by the Products listed and sold by the Seller on the Marketplace.
Misrepresentation: Any false, inaccurate, or misleading statements, descriptions, or representations made by the Seller regarding their Products, including claims of false advertising, deceptive marketing, or product mislabeling.
Non-Compliance: Any failure by the Seller to comply with applicable laws, regulations, or industry standards in the production, marketing, sale, or distribution of their Products, including any violations related to safety, labeling, or quality standards.

11.3 Notification and Defense

Notification: In the event of any claim, demand, or legal action for which indemnification may be sought, the Marketplace shall promptly notify the Seller in writing of the claim, providing all relevant information and documentation. The Seller shall have the opportunity to participate in the defense of any such claim, provided they give their written consent to do so.
Defense: The Seller, upon notification and with the Marketplace's consent, shall assume the defense of any claim, using legal counsel reasonably acceptable to the Marketplace. The Seller shall diligently defend against such claims, taking all necessary actions to protect the interests of the Marketplace.

11.4 Settlement and Resolution

Settlement: The Seller shall not settle any claim, lawsuit, or legal action for which indemnification may be sought without the prior written consent of the Marketplace, which shall not be unreasonably withheld.
Resolution: The Seller shall cooperate with the Marketplace in good faith to resolve any claims or disputes for which indemnification is sought, including participating in settlement negotiations or alternative dispute resolution processes as deemed necessary.

11.5 Limitation of Liability

Limitation of Liability: The Seller's indemnification obligations, as specified in this clause, shall not extend to claims, losses, or liabilities arising from the willful misconduct or gross negligence of the Marketplace, its officers, directors, employees, or agents.

The Parties understand and acknowledge the importance of indemnification to protect the interests of the Marketplace. Failure to comply with the provisions of this "Indemnification" clause, including the failure to indemnify the Marketplace in accordance with its terms, may result in legal liability and financial consequences for the Seller.

12. Governing Law and Dispute Resolution

A.) This Agreement shall be governed by and construed in accordance with the laws of Sri Lanka.

B.) Any disputes shall be resolved through arbitration in accordance with the laws of Sri Lanka

Schedule 01

Commission Rates for Registered Bookshops and Businesses:

Bookshops, Publishers and Stationery businesses registered in Sri Lanka, participating as sellers on the online marketplace, shall be subject to the following commission rates, and they shall select one of the rates below during the registration process. The selected commission rate will be applicable to the total value of each successful transaction conducted on the online marketplace:

10% Commission Rate: The Seller agrees to remit a commission equivalent to 10% of the total transaction value to the online marketplace.
15% Commission Rate: The Seller agrees to remit a commission equivalent to 15% of the total transaction value to the online marketplace.
20% Commission Rate: The Seller agrees to remit a commission equivalent to 20% of the total transaction value to the online marketplace.
25% Commission Rate: The Seller agrees to remit a commission equivalent to 25% of the total transaction value to the online marketplace.

The selected commission rate will apply to all transactions conducted through the online marketplace by the registered bookshop or business. The Seller acknowledges that the commission rate is inclusive of any applicable taxes or fees. The online marketplace reserves the right to modify these commission rates upon providing reasonable notice to the Seller. The Seller agrees to comply with the selected commission rate and promptly remit the specified commission to the online marketplace for each successful transaction."

Commission Rate for Individual Booksellers:

Individual booksellers participating as sellers on the online marketplace shall be subject to a standard commission rate of 10% for each successful transaction. The Seller agrees to remit a commission equivalent to 10% of the total transaction value to the online marketplace.

The specified commission rate is inclusive of any applicable taxes or fees. The online marketplace reserves the right to modify this commission rate upon providing reasonable notice to the Seller.

The Seller acknowledges and agrees to comply with the 10% commission rate, remitting the specified commission promptly for each successful transaction conducted on the online marketplace.

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