a. LEYJAO LLP is a company, offering and providing services of online selling, purchasing and marketing of different products, brands, items, and services through its Virtual Outlets, whereby various seller will be able to market, advertise and sale their product and services.
b. The Seller is an (individual/corporate) and doing business of (e.g., jewelry, clothing and accessories). The Seller is interested in advertising, marketing and selling its products and services.
1.1 “Virtual Outlet” is defined to include links to the LEYJAO LLP e-marketplace, including the LEYJAO LLP website, whereby the consumers shall directly buy goods or services of the Sellers over the internet and/ or any other online shopping mode or authorized web pages used by LEYJAO LLP.
1.2 “Products” means those products and/or services of the Seller defined in the registration form which are promoted, offered, sold or purchased at Virtual Outlets.
1.3 “Illegal activity” means any illegal act under the laws of Islamic Republic of Pakistan.
1.4 “Seller Registration Form” means the initial registration document incorporating the identity details of the Seller along with the details of the goods and/ or services to be sold through the Virtual Outlet required by LEYJAO LLP to be filled in by all Sellers before they agree to the current set of terms and conditions.
2. LEYJAO LLP Responsibilities
LEYJAO LLP shall promote/sell/facilitate selling or purchasing the Products of the Seller Outlets in the manner as determined by LEYJAO LLP.
3. Mode of Payment and Compensation
3.1 The mode of payment and compensation for the Products sold shall be as follow:
a. LEYJAO LLP will collect all payment from buyer/consumers on behalf of the Seller, which will be transferred, after processing and deduction of LEYJAO LLP commission/facilitation charges to the predefined bank accounts or through cross-cheque as agreed with the Seller from time to time.
b. The seller hereby authorizes LEYJAO LLP to collect unconditionally all payment on its behalf.
c. LEYJAO LLP will generate a sale statement for each seller twice a month incorporating quantity of Product sold, the amount of payment recovered, the amount of Commission withheld and any net payment to be made to the Seller.
d. Payment cycle will be as follow
The payment for sale will be transferred to sellers within 16 to 18 days starting at the end of every week in which sale is incurred. For detailed understanding a scenario is illustrated below:
Suppose, LEYJAO LLP has two new sellers:
Seller “X” joined LEYJAO LLP on a Monday
Seller “Y” joined LEYJAO LLP on Tuesday
Weekly Sales of Sellers
Total Sales 700 1,000
*N/A= Not Applicable
*Nil= No Sale
Now the payment cycle of Total weekly sales of Rs.1000/- and total weekly sales of Rs.700/- for seller Y and X respectively will start from the upcoming Monday and it will be completed within next 16 to 18 days. This process of weekly sales calculation for sellers will be continued throughout the work life of each seller.
For any discrepancy in payments seller should intimate LEYJAO LLP within three working days of its issuance. No objection from seller after 3 days of receiving payment will be considered as settlement of an account by LEYJAO LLP.
3.2 It is agreed between the Parties that LEYJAO LLP will charge the delivery charges to the customer as determined by LEYJAO LLP.
4. Seller’s Responsibilities
4.1 The Seller shall grant to LEYJAO LLP right to promote Seller’s Product during the term of this Agreement.
4.2 The Seller will ensure that all Product made available on LEYJAO LLP are strictly in accordance with the specification and warranty status as stated in the brochure and/ or Registration Form.
4.3 In case of warranted Products the Seller shall ensure that the warranty and the return claims can be made through official mean under the guidelines of the warranty and claims procedures of the Original Equipment Manufacturer (OEM).
4.4 In case of Product having expiry date the Seller will ensure that availability of all the said Products on the Virtual Outlet will be managed in the following manner:
a. Most recently manufactured Product will be supplied to LEYJAO LLP having maximum life period.
b. The expiring Product will be replaced by fresh product one month before the expiry date.
4.5 Upon the request of LEYJAO LLP Seller shall provide to LEYJAO LLP complete Product spec fiction, images and other detail as per brand guidelines for the purpose of cataloging, articles, advice tips, or FAQ’s useful for LEYJAO LLP in connection with promotion/sale of the Product. The Seller content shall be provided in formats and electronic files as reasonably requested by LEYJAO LLP. LEYJAO LLP may also produce creative works for the Product independently, without any reliance on the Seller, in which case the intellectual property rights of such creative work shall strictly be owned by LEYJAO LLP, and shall not be used by Seller in any manner whatsoever. If the Seller wishes to use any creative work generated by LEYJAO LLP then it shall do so only with the prior written consent of LEYJAO LLP, signed the creative works of which the Seller wishes to use. LEYJAO LLP will use the Seller’s logo with all promotional, advertising material created by the Seller related to the Product, that LEYJAO LLP intends to promote in its discretion.
4.6 LEYJAO LLP might require its sellers to provide their product samples for photoshoot. In case of any damage to seller’s product, LEYJAO LLP will be responsible for damage to product caused during photoshoot. LEYJAO LLP shall return the samples to the Seller after it has fulfilled the purpose, and samples may be delivered by LEYJAO LLP or collected by the Seller, as per the mutual understanding of the parties. Seller will pay for shipment cost required to delivery sample product at LEYJAO LLP. Likewise, LEYJAO LLP will bear the shipment cost to deliver the sample product back to the seller.
4.7 The Seller shall assist LEYJAO LLP in connection with any revision to the Seller Content for posting on LEYJAO LLP. Vender will assist LEYJAO LLP for any change in already approved content of a product. Any type of revision in content will be approved with in next 1 to 2 working days.
4.8 The Seller acknowledges that it has all the right and/or ownership to the Seller Content that it does not infringe or violate any third party’s rights, that it is accurate, complete and up-to-date, and it does not violate any law or regulation.
4.9 Seller grants to LEYJAO LLP, during the term of this Agreement with subject to a worldwide, non-exclusive, royalty free permission to produce, facilitate, publicly publish, distribute, sell and/ or purchase in both print and electronic form, the Seller Content as well as the products. LEYJAO LLP may also create derivative works or modifications to the Seller Content foe editorial or stylistic reasons. The Seller grants LEYJAO LLP the right to permit viewers or customers to copy, print and use the Seller Content for their personal or internal purposes.
4.10 The LEYJAO LLP will only be responsible for providing the platform of Virtual Outlet to be used by the Seller for the sale of his Product and ensuring the delivery of the Product through sub-contractors.
4.11 The Seller will be responsible to make Product available on the same day as the order is received. Pick up from the Seller will be between 10.00 am to 7.00 pm or as agreed with Seller, where Seller will have the individual shipment ready with address labels pasted on the packing. In case the customer refuses to receive the Products due to late delivery from Seller to LEYJAO LLP, for Product defect or for whatever reason, the Seller will be responsible to accept the return of the same.
4.12Seller’s Responsibilities for Purchase Return
• Shipment cost of purchase return for customers will be beared by Seller.
• Shipment cost for replacement of product will be also bearded by seller.
• Product against purchase return will be received directly by seller from customer.
• In case of mismatch/damaged or any other issue caused due to sellers negligence then he/she would be liable to compensate customer either with same new product or he/she should return back the price of the product back to the customer.
• Maximum, seller should replace returned products to customer within 3 working days.
All seller accounts payments will be issued after considering the purchase return cost as mentioned above. The purchase return cost can be either deducted from current or future payments.
4.13 Seller will be directly responsible for providing after sale services on all Product provided by seller, as per warranty and after sales guidelines mentioned in the Product information, unless explicitly mentioned as otherwise.
4.14 Seller will accept a return if LEYJAO LLP determines that the item was significantly different from what was described in the Product information provided.
4.15 Seller will be aligned through agreed inventory management system to maintain regular checks and balances on all Product listed on LEYJAO LLP.
4.16 The Seller hereby acknowledges that as long as any Product is listed on the online store the Seller is under an obligation to carry-out and/ or facilitate the sale of such Product.
4.17 The Seller shall ensure that any Product being sold on LEYJAO LLP’s Virtual Outlet will be available in stock and shall be liable to provide a complete inventory / stock report at least on a weekly basis or more frequently, as per mutual understanding of the parties. If a Product listed on the Virtual Outlets runs out of stock for any reason, the Seller shall immediately notify LEYJAO LLP of this occurrence; taking into consideration of pending order(s) if any to be fulfilled.
5. Intellectual Property Rights
Neither party will acquire any ownership interest in each other’s intellectual property. All names and other information concerning a Customer shall be deemed jointly owned by the Seller and LEYJAO LLP with each side free to use such names and information as they see fit in compliance with applicable law. With the approval of the Seller (which approval shall not be unreasonably withheld or delayed), LEYJAO LLP shall have the right to place the Seller’s logo, trade name and trademark on LEYJAO LLP as a means to identify the Seller and to otherwise use such items in connection with the purposes of this AGREEMENT.
6.1 Tax will be deducted as per laws of the provincial government.
7. Relationship of Parties
The parties shall perform all of their duties under this Agreement as an independent contractor. No party under this agreement has the authority to direct or control the daily activities of the other party, or to constitute the parties as employer and employee, franchisor and franchisee, partners, joint ventures, co-owners, or otherwise as participation in a joint undertaking.
8. Terms and Termination
8.1 LEYJAO LLP may terminate this Agreement with immediate effect by giving written notice of termination to the seller if the seller:
a. commits a breach of this Agreement which is capable of remedy, but fails to remedy such within 10 days of receipt of a notice in writing from the non-defaulting Party requiring such breach to be remedied:
b. commits a breach of this Agreement as such breach is incapable of remedy: or
c. becomes insolvent or is made the subject of an application for winding up, judicial management or insolvency; or resolves to wind up voluntarily (other than for the purposes of solvent reconstruction); or has a receiver (or similar functionary) appointed in respect of any of its assets; or cease or threatens to cease to carry on business or a substantial part thereof; or becomes unable or admits to being unable to pay its debts as they fall due; or a creditor takes possession of all or a substantial part of its business or assets; or stop or suspends payments to creditors; or enters into a composition or arrangement with its creditors generally;
d. Commits any act or conducts itself in a manner which, in the first mentioned Party’s reasonable opinion, brings or may bring either or both Parties into disrepute, scandal or ridicule; or
e. Commits any illegal act.
8.2 LEYJAO LLP shall also be entitled to terminate this Agreement without any reason by giving 30 days advance written notice of termination to the Seller.
8.3 The rights and remedies of each Party under this Article (and the remainder of the Agreement) are not exclusive, and apply in addition to any other rights and remedies available at law, in contract, in equity or otherwise.
8.4 If LEYJAO LLP exercises its rights under this Article, under no circumstances shall it become liable for any loss or damage which may be sustained by the other Party as a result thereof.
9.1 This Agreement and its subject matter shall remain confidential between the Parties. Neither Party shall without the other’s prior written consent use any information in any medium whatsoever (including without limitation documents, disks, information stored electronically or transmitted orally) relating to the other’s business or affairs, save as is necessary to enable it to perform this Agreement, or disclose such information to any third party.
9.2 The restrictions in Clause 9.1 shall not apply to the extent that the information in question:
a) has been lawfully obtained, free of any duty of confidentiality, other than directly or indirectly from the disclosing Party;
b) was already in the receiving Party’s possession other than as a result of breach of this Clause 9;
c) is in the public domain other than as a result of a breach of this Clause 9;
d) is necessarily disclosed pursuant to a statutory obligation or the order of any court of competent jurisdiction or official body having authority to require disclosure;
e) is disclosed by the Parties to the Governmental authorities as a requirement of law or for obtaining necessary approvals, permits, exemption, etc, or in confidence to persons in furtherance of the Parties' contractual obligations under the Agreement.
9.3 The provisions of Clause 9 shall survive any termination of this Agreement , and shall apply to any information exchanged between the Parties as a consequence of their entering into this Agreement and thereafter for a period of 1 year from the date of termination of this Agreement.
LEYJAO LLP shall not be responsible or liable for any product, item, goods etc covered under this Agreement if such product, item, goods etc is found smuggled, contraband, liquor, explosives or any other items/articles prohibited by any law, regulation or statute of any Provincial or Federal Government of Pakistan.
11. Liabilities and Indemnities
11.1 The Seller shall defend, indemnify and hold LEYJAO LLP, its affiliates and its and their employees, officers, directors, representatives, LEYJAO LLP and invitees harmless against any claims, demands, cost, causes of action, judgments, proceedings, awards, damage, losses, fines, Government penalties, costs, expenses and liabilities, including litigation costs and reasonable attorney's fees arising out of or as a result of or in connection with any of the following:
a. the negligent act or omission of the Seller or any of its employees under the Agreement, or Seller’s (or any of its employee’s) breach of Sellers Responsibilities under the Agreement.
b. any actual or alleged infringement of any patent, copyright, trademark or other intellectual property or proprietary right, or any litigation based thereon, with respect to this Agreement (or part thereof), or use thereof
c. any illegal activity which includes but not limited to keeping or supplying contraband, liquor, explosives or any other items/articles prohibited by any law, regulation or statute of any Provincial or Federal Government of Pakistan.
11.4 Neither Party shall be liable to the other for any punitive, indirect or consequential damages sustained by the other (or its Affiliate) in connection with the performance of the Agreement including without limitation business interruptions, loss of profits, loss of revenues, loss of use of assets and loss of contracts amongst others.
11.5 LEYJAO LLP shall also not be liable for any personal injury, death or loss of the consumers due to the use of Seller’s products.
The Seller undertakes that it is the actual owner and/or right holder of the products. Additionally they warrant that no illegal activity will be committed by them with regards to their performance under the Agreement. In case any illegal activity is observed by LEYJAO LLP they reserve the right to invoke the terms of the Termination and Indemnity clause of this Agreement. In order to comply with all terms and conditions, including this clause 12, the Seller hereby agrees to submit undertaking appended in the Agreement as Annexure-B/1 or B/2 which is applicable.
Both Parties hereby acknowledge that this is a non-exclusive Agreement and that either party may without the consent of the other obtain similar services or enter into similar agreements with other parties.
Except for the communication pertain to the daily operation and business activity, any important notice, documents or other writing required by this Agreement to be given or sent shall be deemed to have been duly given or sent if it is delivered to the address r sent by telex or facsimile or e-mail at the following address:
For LEYJAO LLP
Phone No: +92-300-8154162
Address: Office # 13-1st floor I.T Tower, Hali Road, Gullberg III, Lahore.
15. Force Majeure
15.1 Notwithstanding anything herein contained neither Party shall be responsible for any failure to fulfil their respective obligations under the Agreement if it has been delayed, hindered, interfered with, curtailed or prevented by circumstances beyond the control and without the fault or negligence of the Parties or their servants including but not restricted to acts of God or natural disasters, public enemy , war declared or undeclared, revolution, uprising, prohibitive Government regulations, strikes, riots, civil commotion, technology failure or any other cause beyond the reasonable control of the Party(ies) which render the performance of this Agreement impossible.
15.2 Should any of the foregoing events occur the Party(ies) claiming occurrence of such event must inform the other Party(ies) promptly or as soon as reasonably practicable, by written notice stating the particulars of such event(s) and take all necessary steps so that the performance of the Agreement proceeds expeditiously.
15.3 The performance of any obligation shall under this Agreement remain suspended while these causes are operative and shall be resumed 16 to 24 hours after termination thereof.
16. Dispute Settlement
It is agreed by and between the Parties hereto that they shall use their best endeavours to resolve any disputes, differences or questions which may arise between the Parties hereto that touch upon the subject matter of this Agreement, through mutual consultation including but not limited to its breach thereof.
However, in case of any unresolved dispute, controversy or claim arising out of, relating to, or in connection with this Agreement or the breach thereof shall be referred to and finally resolved by mediation at Lahore, to be conducted at Lahore Centre for Dispute Resolution (LCDR). Mediation would be a prerequisite to any court action under clause 17 of this Agreement.
17. Governing Law and Jurisdiction
This Agreement shall be governed in accordance with the laws of the Islamic Republic of Pakistan and the courts at Lahore shall have the exclusive jurisdiction to try and entertain suits/ petitions between the Parties under this Agreement.
The headings and subheadings in this Agreement shall not any bearing on the interpretation of the wording of the Clauses herein.
19. Modification / Extension
The Agreement may be amended, modified, and/or extended only by mutual consent, in writing of the Parties hereto.
This agreement should be read as a whole and if any part becomes illegal or cannot be performed the parties mutually agree to replace that clause at the earliest. This agreement along with all its annexures (which are integral part of the agreement) constitutes full and final understanding between parties and supersedes any previous agreement or understanding between the parties.
This agreement will remain valid till June 30, 2020. After the said date, the agreement will be renewed.
English shall be official language of the Agreement
22. Packaging Material
Seller will use only LEYJAO LLP provided packaging material. If the seller is found using any other packaging material, it will be tantamount to breach of the agreement. In this case, LEYJAO LLP possesses right to terminate the agreement.
23. Payout Charges:
LEYJAO LLP will charge 1% payment fee on payout per product.