Vendor Agreement

Effective date: 30/09/2026

1. Parties and acceptance

This agreement is between AvadaBD ("AvadaBD", "we") and the business or person registering as a seller ("Vendor", "you"). By registering or by listing a product, you accept it. It applies together with the Terms & Conditions and the customer-facing policies, which you must follow: Return & Refund, Warranty, Delivery, Pre-Order and Used Device.

2. Our role

AvadaBD runs an online marketplace. The sale is a contract between you and the customer. You are the seller. We are not a party to that sale, and we do not own, inspect, store or ship your products. We provide the platform, take payments, and review complaints.

3. Eligibility and your account

You must be at least 18, with a valid national ID and, where required, a trade licence, and give true information, which you keep up to date. You are responsible for everything done through your account and must keep your password safe. We may ask you to verify your identity or business at any time.

4. Listing rules

You must:

• describe every product truthfully: its condition (new, used, refurbished), real photos of the actual unit, specifications, replaced parts, battery health, known faults, and included accessories;

• state a warranty period between 15 and 30 days and what it covers;

• price honestly, show the total price, and honour the price shown;

• for phones, list only devices with a valid, NEIR-registered IMEI that are not blocked, stolen or locked to another person's account;

• keep stock accurate, and cancel a listing you cannot supply.

You must not list: stolen, counterfeit or blocked goods; goods with pirated or unlicensed software; goods that are illegal, dangerous or banned in Bangladesh; misleading "original" claims; or anything that infringes another person's rights. We can remove any listing that breaks these rules.

5. Orders, delivery and packing

You must confirm and dispatch orders on time, so that they can be delivered within the times in the Delivery Policy: ready for hand-over within 24 hours, delivered within 3 days in your city and 5 days elsewhere. If you cannot fulfil an order, you must tell the customer and us within 48 hours. Pack the product safely, and seal the parcel so that opening is visible. Give the customer the invoice.

6. Price, commission and payouts

• We charge a commission of 5% of the product price on each completed order. The rate that applied when the order was placed stays fixed for that order, even if we change it later. We give you 30 days' notice before changing the rate for new orders.

• We collect the customer's payment and, after the order is delivered and the return window has closed — 72 hours after delivery, or after a claim is settled — we pay you the price less commission and any fees or amounts you owe us, on the [PAYOUT SCHEDULE], to the bank or mobile-wallet account you registered.

• Set-off. We may deduct from your payouts any refund we paid a customer because of your fault, and any charge or penalty you owe.

• Advance payments. When a customer pays a confirmation advance and then refuses a correct order, the advance is handled under the Delivery Policy. If the fault is yours, the customer gets it back and you do not receive it.

• You are responsible for your own taxes, including income tax and VAT where they apply. We keep your sales records and may share them with the tax authorities as the law requires.

7. Warranty, returns and refunds — your responsibility

You are solely responsible to the customer for warranty, replacement, repair, return and refund on the products you sell, on the terms published in our customer policies. Those terms are the only conditions you can rely on. You may not add other conditions, or refuse a claim for a reason that is not published.

You must:

• reply to a claim within 2 working days;

• decide a claim within 3 working days after the customer's evidence, or within 7 working days after you receive a returned product;

• inspect the product and decide whether it is covered, using the void conditions in the Warranty Policy, and give the customer your decision in writing, with reasons and evidence — for example, photos of an opened case, a broken seal, or a liquid-damage indicator. A refusal with no reasons is not valid;

• refund, replace, or repair as the policy requires, and refund within 7 working days of accepting a claim;

• pay to return a product to the customer when the claim is upheld;

• keep the product's identity: return the same serial number or IMEI, and do not swap parts.

Your technical decision is final for the claim, but only within these rules. Customers can complain to us, and we can review whether you followed the published policy and gave reasons. If you did not — for example, you refused a claim without evidence, ignored it, or applied a condition that is not published — we can overrule you, refund the customer, and recover the cost from your payouts. Nothing here limits the customer's legal rights.

8. Customer complaints and reviews

We may pass complaints to you, and you must answer within 2 working days. You must not delete, hide or edit a customer's review or rating, or threaten or pressure a customer to change it. You may reply publicly. Reviews that break our rules can be removed only by us.

9. Customer data

You receive a customer's name, phone number and address only to fulfil that order and provide warranty service. You must:

• use it for nothing else — no marketing, no selling, no sharing;

• keep it secure and delete it when you no longer need it, apart from the records the law requires;

• tell us at once if it is lost or leaked.

Contact customers through the platform, and do not take them off the platform to trade (no off-platform sales to avoid commission). We may suspend a vendor who does so.

10. Records

Keep your records of each sale — invoice, product identity (serial number or IMEI), purchase source, and warranty communications — for 6 years, and give them to us when we ask.

11. Intellectual property

You keep the rights in your content, and you give us a licence to show your listings, logos and photos on the platform and in promotion of it. You confirm that you have the right to use everything you upload.

12. Suspension and termination

We may warn you, hold payouts that relate to a disputed order, suspend a listing or your account, or end this agreement if you break it, cause repeated customer complaints, sell prohibited goods, commit fraud, or put customers at risk. You can close your account at any time, after you complete open orders and warranty obligations. Warranty and return duties for products you have sold continue after termination for the full warranty period.

13. Liability

To the extent the law allows: we are not liable for lost profits or indirect loss; and our total liability to you for any claim is limited to the commission we received from you in the 3 months before the claim. Nothing limits liability that the law does not allow to be limited.

You will indemnify us against claims, losses and costs (including reasonable legal fees) that arise from your products, your listings, your breach of this agreement or of the law, or an infringement of another person's rights.

14. Changes

We may update this agreement. We will give you at least 30 days' notice of a material change by email or on your dashboard. If you continue to sell after the notice, you accept it. If you do not agree, you can close your account.

15. General

This agreement is governed by the laws of Bangladesh. The courts of Dhaka have jurisdiction. The English version prevails. If a part is not enforceable, the rest stays in force. You may not transfer this agreement without our consent.

Contact: [email protected] · 01893-009370 · Dhaka, Bangladesh.