Vendor / Seller Agreement

schedule Last updated 18 Oct 2026

PARIVAN

VENDOR / SELLER AGREEMENT

The contract that onboards a Vendor onto Parivan, allocates quality, listing, dispatch, exchange, refund, payout, indemnity and non-circumvention risk, and is the primary legal shield of the marketplace

Operated in Nepal only · Single operating establishment · Multi-vendor apparel marketplace (intermediary)
Issued: 03 September 2026 · Document: PARIVAN-AGR-VENDOR-001 · Version 1.0

COMPLETION REQUIRED. Placeholders in square brackets (for example [COMPANY LEGAL NAME]) must be completed with the registered particulars of the operating company before these documents are published or executed. Until then, these drafts are internal working documents and must not be treated as executed contracts.

STATUS. This Agreement is a click-wrap contract. No product may be listed until the Vendor (or a person with authority to bind the Vendor) has accepted it. A PDF copy must be stored against the vendor ID. This document is more important to Parivan’s solvency than the buyer Terms.

1. PARTIES, NATURE AND PRECEDENCE

This Vendor Agreement (“Agreement”) is between [COMPANY LEGAL NAME], [COMPANY REGISTRATION NO.], [REGISTERED OFFICE ADDRESS, KATHMANDU] (“Parivan”) and the business or person that completes vendor onboarding on the Platform (“Vendor”, “you”).

Parivan operates a Nepal-only multi-vendor apparel marketplace. You appoint Parivan as your intermediary and disclosed agent for the limited purposes of displaying listings, receiving orders, coordinating logistics, collecting or arranging collection of the price, handling buyer complaints as required by Nepal law, and remitting the Net Payable. You remain the seller of the goods. The contract of sale of each garment is between you and the Buyer. Title to stock remains yours until it passes to the Buyer under the buyer Terms.

If there is a conflict: (a) mandatory Nepal law prevails; (b) then this Agreement on vendor matters; (c) then the Policies published on the Platform. Commercial terms (commission rate, plan, AI credits) displayed in the vendor dashboard or a signed rate card form a schedule to this Agreement.

2. ONBOARDING, KYC AND PROBATION

You must provide true KYC: legal name, address, mobile, PAN, VAT if registered, firm/company registration if any, bank account in the Vendor’s name, and such other fields as Appendix A of the business operations pack requires. You authorise Parivan to verify these with registries, banks and, where lawful, credit or fraud sources.

Initial approval is probationary. Parivan may limit SKU count, withhold badges, and apply enhanced listing review until performance data (dispatch, mismatch, complaint, COD-related issues) is acceptable. Parivan may refuse or withdraw approval at its reasonable discretion, without giving a reason beyond a generic policy reference, except where Nepal law requires reasons.

3. LISTING WARRANTIES — QUALITY AND IMAGE CONSISTENCY

This clause is the answer to Nepal’s principal buyer objection: “the photo is not the product”. You warrant, and it is a condition of listing, that:

· Every apparel listing includes at least one actual photograph of the product (or of a genuine unit of that SKU) that has not been structurally altered.

· AI-enhanced, ghost-mannequin or retouched images do not change colour, pattern, length, neckline, transparency or fabric appearance in a way that would mislead a reasonable buyer. You must approve AI outputs derived from your images before they go live, unless Parivan generated them from a physical sample it photographed.

· Descriptions, composition, care, country of origin, size chart (with unit of measure), price inclusive of tax, delivery and return notes, and any trademark claims are true, complete and not misleading.

· Stock and variants shown as available are available for dispatch within the SLA.

· Goods are lawful to sell in Nepal, are not counterfeit, and do not infringe copyright, design, trademark or personality rights. You own or have a licence for every photograph you upload.

· You will not manipulate reviews, post fake ratings, or induce anyone to do so.

Listings do not go live until Parivan’s admin review during the pilot, and Parivan may re-review, edit for clarity, pause or permanently delist any SKU that fails these warranties. Admin review is a risk-control, not a warranty by Parivan to you or to Buyers that the listing is perfect. Primary responsibility for content remains yours.

4. ORDERS, DISPATCH AND SLA

· Confirm or reject stock within 4 business hours of the order notification on business days.

· Pack the correct SKU, size and colour, in a manner fit for Nepal last-mile handling, with invoice/packing slip as Parivan specifies.

· Be ready for 3PL pickup the same or next business day after confirmation.

· Do not fulfil a Parivan order off-platform, and do not substitute a different product without Parivan’s written approval and the Buyer’s consent.

· Notify Parivan immediately of stock-outs. Repeated stock mismatch is a material breach.

5. PRICE, COMMISSION AND FEES

You set the listing price in NPR, inclusive of applicable tax unless the dashboard requires a tax break-up. You must not charge a Buyer more than the Platform price for the same SKU in a contemporaneous off-platform sale to a lead originated on Parivan.

Parivan’s consideration is the commission and any subscription, featured-listing, AI-usage or logistics fees in your plan (“Fees”). Fees are exclusive or inclusive of VAT as the invoice states. You authorise Parivan to deduct Fees, penalties, refunds, reverse-logistics, chargebacks and any Government fine attributable to your goods or listings from amounts otherwise payable to you.

6. PAYMENT HOLD, SETTLEMENT AND SET-OFF (CASH SHIELD)

No payout is due on cancelled, unpaid, failed-delivery, rejected-COD, unfulfilled or disputed orders.

An order becomes eligible for payout only after: (i) successful delivery; and (ii) expiry of the hold period of 7 (seven) days after delivery, or later if an exchange, return, grievance or fraud review is open. Eligible amounts are paid on a weekly cycle to the KYC-verified bank account, subject to a weekly cut-off. Parivan will issue a settlement statement: order value, Fees, refunds, holds, penalties, net payable.

Parivan may set off any present or contingent amount you owe (including a Buyer refund Parivan has already paid, a Department fine, a 3PL damage claim caused by your packing, and liquidated charges in this Agreement) against any amount Parivan owes you, whether or not under the same order. You have no right of set-off against Parivan.

If a refund is approved after payout, you must repay Parivan within 5 business days on demand; failing which Parivan may debit the next cycle, demand interest at 1.25% per month on the overdue amount, and suspend listings.

7. EXCHANGE, RETURN AND REFUND — YOU WILL HONOUR THE BUYER POLICY

You have read the Return, Exchange and Refund Policy and will honour it. In particular:

· Track A (wrong, damaged, defective, material mismatch with the listing): you bear the reverse logistics and you authorise Parivan to refund or replace the Buyer, including tax, without extra charge to the Buyer.

· Track B (size/fit/change of mind where your listing was accurate): you will accept unused tagged returns and supply an exchange variant if in stock. Reverse logistics may be charged as the buyer Policy provides.

· You will not tell the Buyer to “deal with me on Instagram” or refuse a Parivan-approved claim. Refusal is a material breach and entitles Parivan to refund the Buyer and recover 100% from you plus a processing charge of NPR [PROCESSING CHARGE, e.g. 200] per case.

· Parivan’s classification of Track A vs Track B, made in good faith, binds you, subject to the dispute clause.

8. NON-CIRCUMVENTION AND DATA USE (BYPASS SHIELD)

You shall not, during this Agreement and for 12 months after its end, use a Buyer’s name, phone, address or order data obtained through Parivan to solicit, complete or fulfil a sale of the same or similar goods off the Platform, or to encourage the Buyer to cancel a Parivan order and repurchase from you directly. You shall not display your personal WhatsApp, Instagram or phone on the Parivan listing. You shall not undercut the Parivan listed price for a Parivan-originated lead.

Liquidated damages: because actual loss is hard to quantify, you agree to pay, as a genuine pre-estimate, an amount equal to (i) the commission Parivan would have earned on the off-platform sale (using the Parivan listed price if the off-platform price is unknown) plus (ii) NPR [BYPASS FEE, e.g. 2,000] per proven instance, without prejudice to suspension and injunctive relief. A court may adjust only if it finds the sum to be a penalty rather than a genuine pre-estimate.

Buyer personal data is provided only to fulfil the Parivan order. Any other use is a breach of this Agreement and of the Privacy Policy, and may be a breach of the Privacy Act, 2075.

9. INTELLECTUAL PROPERTY

You grant Parivan a non-exclusive, royalty-free licence to use your name, logos and listing content to operate, promote and archive the Platform. You warrant you have the right to grant it. You will indemnify Parivan against IP claims arising from your listings or goods. Parivan’s software, house photographs and marks remain Parivan’s. On termination, Parivan may keep archival copies needed for legal, tax and dispute purposes.

10. INDEMNITY AND REGULATORY FINES (CLAIM SHIELD)

You shall indemnify, defend and hold harmless Parivan, its officers, employees and agents from and against all claims, losses, damages, Consumer Court or Department orders, fines, penalties, settlements and reasonable legal costs arising out of or related to: (a) your goods (quality, safety, labelling, counterfeit, hygiene); (b) your listings, photographs and advertising, including mismatch with the delivered product; (c) your breach of this Agreement or Nepal law; (d) IP or personality-right infringement; (e) tax or VAT on your supplies; (f) your misuse of Buyer data; (g) injury or property damage caused by your goods; (h) any grievance under the Electronic Commerce Act, 2081 in respect of your goods, to the extent Parivan is made to compensate the Buyer or pay a fine because of your act or omission. Parivan may defend or settle with your reasonable consultation where time allows, and recover from you.

11. PERFORMANCE, SUSPENSION AND TERMINATION

Parivan may, with or without prior notice depending on severity: warn; reduce visibility; pause SKUs; hold payout on affected orders; suspend the account; or terminate this Agreement, if you: miss SLAs; post misleading images; refuse honoured returns; attempt bypass; abuse staff; fail KYC; have an unacceptable complaint or mismatch rate; become insolvent; or if Parivan winds down a category. Either party may terminate for convenience on 14 days’ written notice. Accrued orders, holdback, indemnity, IP, non-circumvention, confidentiality and governing law survive. On termination you will complete open orders or, if Parivan cancels them, accept the resulting refunds as deductions.

12. TAX

You are the supplier of the goods for VAT and income-tax purposes unless the law deems otherwise. You will provide invoices in the form Nepal law requires. Parivan will invoice you for Fees. Parivan may withhold tax if required by the Income Tax Act. You will keep Parivan whole for any tax, interest or penalty that is properly yours.

13. CONFIDENTIALITY

Commission rates, Buyer lists, settlement data, and Parivan’s non-public operations are confidential. You will not disclose them except to professional advisers or as required by law.

14. NO EMPLOYMENT, NO PARTNERSHIP

You are an independent merchant. Nothing in this Agreement creates employment, partnership or a joint venture. You have no authority to bind Parivan.

15. LIABILITY CAP (VENDOR-TO-PARIVAN CLAIMS)

Parivan’s aggregate liability to you in any 12-month period is limited to the Fees actually paid by you (or deducted) in that period, except for Parivan’s fraud or wilful default. Parivan is not liable for lost profits, ranking changes, or failed marketing campaigns. This cap does not limit your indemnity obligations to Parivan.

16. FORCE MAJEURE

Neither party is liable for delay caused by events beyond reasonable control, including bandh, but payment, confidentiality and indemnity obligations continue. Stock and dispatch SLAs remain your risk except where the event physically prevents pickup from your location.

17. NOTICES

Notices by email to the addresses on the vendor profile and to [LEGAL EMAIL] are sufficient. Dashboard notifications are sufficient for operational directions.

18. GOVERNING LAW

Laws of Nepal. Amicable discussion first, then exclusive jurisdiction of the courts at Kathmandu. Parivan may seek interim injunctive relief in any court to stop bypass, IP misuse or data misuse.

19. ACCEPTANCE

By clicking “I agree”, signing a counterpart, or listing a product, you represent that you have authority to bind the Vendor, that you have read the Buyer Terms, Return Policy, Shipping Policy, Privacy Policy and Grievance Policy, and that you agree to this Agreement. Electronic acceptance is valid under the Electronic Transactions Act, 2063.

DOCUMENT CONTROL

This document is issued by the operator of the Parivan Platform for use in Nepal only. It should be read with the other Parivan legal documents in force at the time of the relevant order or onboarding. If there is a conflict between a promotional statement and this document, this document prevails. If there is a conflict between this document and a mandatory provision of Nepalese law, the mandatory provision prevails.

This pack is prepared as a working legal draft aligned with the Electronic Commerce Act, 2081 (2025), the Consumer Protection Act, 2075 (2018), the Individual Privacy Act, 2075 (2018), the Electronic Transactions Act, 2063 (2008), and the Companies Act, 2063 (2006), as commonly applied to a Nepal-only intermediary marketplace. It is not a substitute for a licensed Nepalese advocate’s final review, stamping (where required), or company-board adoption.