GENERAL TERMS

Scope: The purpose of this Agreement is to provide qualifying Sellers with the opportunity to sell products through ULA’s E-Commerce business. This Agreement supplements any other agreements governing the buying and selling of products between ULA and Seller, including any Seller buying agreements and/or purchase orders. Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of both Parties.

E-Commerce: For purposes of this Agreement, E-Commerce means sales of products by ULA to its retail customers via the Internet, ULA’s websites, or any on-line system or computer network. E-Commerce also includes any related business and marketing activities supporting such sales.

Access to Platform: After successfully completing the Signup Process, Sellers can use mobile no and unique password to access the Seller Portal. Seller is responsible for maintaining up to date information pertaining to their business on Seller Portal such as, but not limited to, address and bank account number. ULA is not responsible for any liability arising from incorrect information supplied by the Seller. The Seller shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. Any correspondence or communication received through the Seller Portal and/or appointed email address shall be presumed to originate from and have been made with the approval of the Seller and ULA shall be entitled to rely on such correspondence or communication. Every message sent to the Seller through his registered email in the Seller Portal account or via Seller Portal which did not receive an answer or written objection within 72 hours will be worth agreement between ULA and the Seller. The Seller shall complete a training module in order to be ready for operating on the Platform from ULA’s Youtube Channel.

Representations and Warranties: Seller represents and warrants that:

(1) it has the power to authorize the sale and/or display of its products on-line and as part of ULA’s E-Commerce business;

(2) all product information, data, images, and/or intellectual property provided by Seller to ULA for its E-Commerce business

(a) complies with all applicable laws;

(b) are accurate and that all claims contained therein have been substantiated;

(3) it has secured any and all clearances, permissions, approvals, authorizations, rights and licenses necessary for the use or display of all Seller product information, data, images, and/or intellectual property provided to ULA as part of its E-Commerce business.

(4) ULA reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.

Offer: ULA may offer additional promotions/discounts over and above a Sellers Listed Price via multiple channels and the Seller agrees that this does not constitute a change in the ownership of the Product. Any Commission and/or Fees charged on such a transaction will however be upon the Sellers Listed Price. Featuring any Product on the Platform shall constitute an offer of sale by the Seller to all persons using the Platform.

Authorizations: Seller grants to ULA the non-exclusive, worldwide, royalty-free right and license to use and display any product information, specifications, warranty information,data, images, and/or intellectual property Seller furnishes ULA for use in its E-Commerce business during the Term of this Agreement. ULA may use Seller Content for any purpose related to its E-Commerce business or in furtherance of promoting Seller’s products, including use in ULA’s websites, emails, and marketing or advertising campaigns. Seller acknowledges that ULA is relying upon Seller to ensure that all Seller Content is accurate and complete, and Seller agrees to notify/edit/revise/resubmit Seller Content promptly upon discovery that it is inaccurate or incomplete. ULA agrees that it will not make modifications or alterations to Seller Content without Seller’s prior Concern. Except for the limited license granted to ULA herein, Seller retains all right, title, and interest in Seller Content. ULA will not be responsible for, resolve or mediate any disputes between the Seller and a Customer. ULA may at any point require the Seller to provide any financial, business or personal information for any purpose whatsoever, and the Seller shall provide the same to ULA within seven (7) Business Days of such request being made. For distribution of any product/Company Seller must have authorization form respected authority.

Intellectual Property of ULA: Seller acknowledges and agrees that all patents, designs,trade names, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by ULA shall be and remain the sole property of ULA.

INDEMNIFICATION: The Seller agrees to release, defend, indemnify and hold harmless ULA, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:

any defect in Products sold to any Customer;
any claim made by any Customer on the basis of any Contract;
any defect in the packaging or shipping of a Product by the Seller;
any violation of any law committed by the Seller, including any failure by the Seller to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;
any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; or
any breach in any warranty or representation made herein.

Choice of Law: This Agreement shall be governed by, construed, and enforced in accordance with the laws of Bangladesh. The laws of Bangladesh govern this Agreement and any disputes arising hereunder. Except injunctive or other equitable relief, Academy and Seller agree that, as a condition precedent to the institution of any action regarding disputes arising under this Agreement, such disputes shall first be submitted to mediation before a professional mediator selected by the parties, at a mutually agreed time and place, and with the mediator’s fees split equally between the parties. If mediation is unsuccessful, the parties agree to submit disputes to the court as law of Bangladesh.

Assignment: Either Party may assign this Agreement to a present or future parent, subsidiary, or affiliated entity, including a future successor or party acquiring all or part of the Party’s business. All other assignments, transfers, or delegations require written consent of both Parties. Any attempted assignment or transfer in contravention of this Section shall be void.

Severability: The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

Assignment of Rights: The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

Validity: Every transaction of the Seller on ULA platform is bound to the acceptance of the terms of this agreement as well as the details, annexes, appendices, platform policies mentioned in this agreement and/or available on ULA. This agreement will be considered valid as soon as it is electronically accepted by the Seller.

Policies: The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of ULA’ services, platform policies will evolve and change over time (with email to the Seller). The Seller’s use of the platform subject to this agreement and the latest platform policies available on ULA.

In order to maintain its reputation for quality and high service standards, ULA reserves the right to delist, downgrade the Seller and to terminate the relationship with the Seller based on ULA’ internal quality assessment of the Seller. Specially for:

Selling counterfeit and illegal Products
Slow Process of orders
Cancellations and orders out of stock
Lack of respect of packaging guidelines
High rate of return on products

The Seller shall not make any communication to the customer in any manner i.e. by phone, email, advertisement, promotional offer, directly or indirectly without prior written consent from ULA. In the event it is found that the Seller has communicated to the customer in any manner directly or indirectly without prior written consent from ULA, then, without prejudice to any other rights provided to ULA under the existing laws of country and this Agreement, the Seller shall be liable to pay a compensation of Tk. 10,000/- (Ten Thousand Taka) to ULA. In addition, ULA can delist, downgrade the Seller from its site at such an event. Any particular Product(s) featured on the Platform may be delisted by ULA if sale of that Product would contravene any law or the Seller breaches any of its obligations under this agreement and in such case, the Seller shall be notified immediately.The seller shall never send empty delivery boxes to the customers. In the event of the seller sending an empty delivery box to a customer, the seller shall be liable to pay compensation, without prejudice to any other rights provided to ULA under the existing laws of the country and this agreement. In addition, ULA can deactivate, delist, and downgrade the seller from its site at such an event.

XIV. COMMISSION: As an agent for the ULA, ULA shall be entitled to receive a commission for the sale of each Product on the Platform, as stipulated in the Commission Schedule unless specified otherwise in any special terms agreed upon. The commissions are calculated as a percentage of the Listed Price inclusive of all applicable taxes. These Commissions are deducted by ULA when making a payout to the Seller defined under Payments. ULA reserves the right to adjust the percentage Commission defined in the Commission schedule, providing in advance to the Seller before Agreement.

XV. PAYMENTS: ULA shall receive and process all payments for Products purchased on the Platform on behalf of the Seller for a service fee. ULA shall periodically remit to the seller a payment equivalent to the amount of the Listed Price for the Product(s) received from a Customer, less any promotional discounts/bundles or offers as provided to the customer by the seller, less ULA's commission for the sale of the Product, less any other service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement. The payments will be made to the Seller on a fortnightly basis to the Bank Account, provided that payment related to any Product shall be initiated not less than 15 days after the Product has been successfully delivered to the Customer. ULA will ensure payment statements are available on the Seller Portal with all relevant payment information.The Seller agrees that ULA shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Seller with regards to its Bank Account. In case a payment has been issued by ULA to the Seller for a delivered item that is later returned to ULA by the customer, ULA will deduct an equivalent amount in the next cycle and return the product to the Seller. In case the Seller raises a dispute about the condition of a returned Product (e.g. Product is damaged), ULA will reimburse the Seller for the Product in question given the case is reviewed and accepted by ULA in favor of the Seller. ULA shall be entitled to deduct or withhold from payments to be made to the Seller under this agreement any duties, taxes or other amounts required to be deducted or withheld under any federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.The Seller shall be responsible for payment of all customs duties, sales tax, excise tax, value-added tax and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Products on the Platform and their purchase by Customers. It is clarified that the Seller shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and ULA shall have no liability in this regard. All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.

XVI. CONFIDENTIALITY: All Customer information and data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Seller by ULA, or produced or created by the Seller form ULA hereunder are the intellectual property of, and confidential to ULA and Seller and shall be used solely by the Seller for purposes of this agreement. All such information shall be treated and protected by the Seller as strictly confidential, and shall not be disclosed to any third party without the prior written consent of ULA, and shall be disclosed within the Seller’s organization only on a need-to-know basis. Both Parties shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of this agreement or make any reference to each other, the business of either to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining prior written consent.

XVI. LIMITATION OF LIABILITY: The Platform And Seller Portal, Including All Content, Software, Functions, Materials And Information Made Available On Or Provided In Connection With The Seller’s Access To And Use Of The Platform And The Seller Portal, Are Provided "As-is." The Seller Acknowledges And Confirms That It Will Access And Use The Platform And The Seller Portal At Its Own Risk. To The Fullest Extent Permissible By Law, ULA Disclaims:

ULA Does Not Warrant That The Functions Contained In The Platform And Seller Portal Will Meet The Seller’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And ULA Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.

XVII. MODIFICATIONS: The Seller acknowledges and agrees that ULA may at its sole discretion modify, amend or change any of the General Terms and Platform Policies and such modified, amended or changed General Terms and Platform Policies shall come into force and be binding on the Seller upon the posting of such changes on Seller Portal or on the Platform, and the Seller is responsible for reviewing these locations and informing itself of all applicable changes or notices. The Seller should refer regularly to Seller Portal to review the current agreement (including the Platform Policies). ULA will inform the Seller of any modification via email. THE SELLER’S CONTINUED ACCESS AND USE OF THE PLATFORM AND Seller Portal AFTER ULA’ POSTING OF ANY CHANGES WILL CONSTITUTE ITS ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

XVIII. Order Processing and Packaging: Upon receipt of an order for the purchase of Products, ULA shall forward the order and furnish the Seller with details relating to the ordered Product(s) via the Seller Portal, including the Seller’s product or bar code relating to the Product(s) and any other details required to fulfill the order - as provided by the Customer. Order Status on the Seller Portal will be depicted as Pending and is a confirmation of an order placed by a Customer. the Seller shall be obliged to process and package each order such that any and all sold Products shall have a Handling Time as defined. In case of any delay, either materialized or foreseen, the Seller shall immediately inform ULA via email at sellerpoint@ula.com.bd.The Seller is responsible to bear all costs for packing the Product(s) and is obliged to follow the Packaging guidelines available at Packaging Guidelines. Failure to do so will result in cancellation of orders by ULA and further penalties and/or delisting. All related costs of this cancellation will be borne by the Seller. The Seller must print and pack the invoice, shipping label and returns form generated via the Seller Portal with the shipment package. The Seller agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.

XIX. Return: Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Seller will accept returns of Products in the following cases:

Defective/Damaged Product
Incorrect Product
Incomplete Product

The Customer changes his/her mind or no longer needs the product (applicable for certain categories only), The product is unused, unworn, unwashed and without any flaws. The product includes the original tags, user manual, warranty cards, freebies and accessories. The product is returned in the original and undamaged manufacturer packaging / box. In case of a return, ULA may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to ULA or to the Seller. In case of returned products, ULA protects the Seller by conducting a quality control check at ULA’ Fulfillment Center to determine the validity of the Customer’s return claim. If the quality control identifies the customer's return claim is invalid, for whatever reason, the Product is sent back to the Customer. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Seller agrees that it shall be bound by ULA’ inquiry into and decision as to the condition of the Product at the time of delivery At the Customer’s option, the Seller will either replace the damaged Product within the stipulated timeline as defined in the Customer Protection Policy or authorize ULA to provide a full refund. The damaged Product may be shipped to the Seller at the Seller’s cost unless the Seller directs ULA to dispose of the Product.

XX. Cancellations, Rejections, Returns and Refunds: The Seller agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.The Seller authorizes ULA to provide the Customer with a refund where the Customer has pre-paid for the Product and he/she cancels the order before it has been shipped or the Product is rejected and/or the Product is returned. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), ULA may, at its discretion, charge the entire cost of shipping the Product to the Seller. Given that the Product shipped to the Customer from the Fulfillment Center, the Rejected Product shall be reincorporated into the Seller’s inventory of Products at the Fulfillment Center for a subsequent order.

Necessary Documents List: