Terms of Service

Table of Contents

SCOPE
INTERPRETATION & DEFINITIONS

ACCESS SELLER CENTER
FEATURING PRODUCTS ON THE PLATFORM
SELLER PERFORMANCE
SELLER OBLIGATIONS TO CUSTOMER SERVICE
COMMISSION
PAYMENTS
WARRANTIES

This present agreement is established in order to set up a contractual relationship by and between: Kyahay (hereinafter referred to as “Kyahay” ), a private limited company incorporated in the Pakistan with its registered office at (address)

AND

The Seller (hereinafter referred to as “Seller”), a sole proprietor/company, registered under the laws of the Pakistan.

(Kyahay and Seller are hereinafter referred to collectively as the “Parties” and individually as a “Party” )

This document is an electronic record in terms of Electronic Transactions Ordinance 2002 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Electronics Transactions Ordinance of 2002.

This electronic record is generated by a computer system and does not require any physical or digital signatures.

GENERAL TERMS

1. Scope

2. Interpretation & Definitions

3. Access To Platform And Seller Center

4. Featuring Products On The Platform

5. Seller Performance

6. Seller Obligations To Customer Service

7. Commission

8. Payments

9. Warranties

10. Intellectual Property

11. Confidentiality

12. Indemnification

13. Limitation Of Liability

14. Force Majeure

15. Duration & Termination

16. Assignment

17. Notices

18. Relationship Of The Parties

19. Modifications

20. Miscellaneous

21. Dropship

22. Kyahay Express

SCOPE
1. Kyahay is in the business of providing services to facilitate Ecommerce via its online marketplace at Kyahay – a platform that enables Customers and Sellers to transact online. The Seller wishes to sell Products on the online marketplace platform provided by Kyahay. Kyahay offers multiple services to facilitate sales via its online platform. The Seller appoints Kyahay as its commission agent under the terms & conditions set hereunder.
2. Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of both Parties.
3. Every transaction of the Seller on Kyahay’ platform is bounded 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 Kyahay. This agreement will be considered valid as soon as it is electronically accepted by the Seller.
4. The service provided by Kyahay is limited to referring customers to the Seller and accepting orders and payments on their behalf as well as supporting, but not limited to, a range of logistics and marketing services, to be requested and purchased by the Seller. This support is covered within the agreed level of commission and any additional service fees.
5. Kyahay may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.
6. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
7. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Kyahay’ services, platform policies will evolve and change over time. The Seller’s use of the platform and access to the seller center is subject to this agreement and the latest platform policies available on Kyahay.
8. In order to maintain its reputation for quality and high service standards, Kyahay reserves the right to delist the Seller and to terminate the relationship with the Seller based on Kyahay’ internal quality assessment of the Seller as governed by Kyahay’ Customer Protection Policy.
9. Notwithstanding any clauses in this agreement, this contract is to be read in line with the Seller Code of Conduct. Any breach in the Seller Code of Conduct would automatically constitute a breach of contract within this agreement. In any event where the Seller Code of Conduct is amended, Kyahay shall inform the seller of the said amendment.
INTERPRETATION & DEFINITIONS
1. In this agreement, the words and expressions below shall have the following meanings:

Bank Account	The bank account specified by the Seller in which payments are to be made
Business Day	A day (excluding Saturdays and Sundays) on which banks generally are open for business in Pakistan
Commission Schedule	The schedule setting out the commission which is payable to Kyahay by the Seller for each type of Product sold on the Platform and which can be viewed at Kyahay University
Competitor	Any person or entity, that directly or indirectly, engages in the sale of Products on the internet in Pakistan. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor
Contract	The contract entered into between the Seller and a Customer for the sale and purchase of the Products on the Platform
Seller Compliance Policy	Kyahay’s Seller Compliance Policy outlines the standard guidelines sellers need to follow on Kyahay’s platform. Any violations made by the seller, as per this policy will result in penalties. Click here to view the complete policy on Kyahay University.
Customer Protection Policy	Kyahay policy via which Seller Performance is kept in check
Buyer-Seller Interaction Policy	Kyahay’s Buyer-Seller Interaction Policy outlines the standard of behavior that sellers need to follow when connecting with customers on the Question & Answer Section, Instant Messenger, and Product Review Platform (of Kyahay). Kyahay monitors all kinds of buyer-seller communications and is authorized to take action in case of any violations. Click here to view the complete policy on Kyahay University
Customer	A person, who purchases Products on the Platform
Kyahay Express	Fulfilment model whereby the Seller’s Products are stored at a Kyahay Fulfilment Center. The ownership of the Products remains with the Seller.
Dropship	Fulfilment model whereby the Seller is responsible for maintaining inventory of Products at own premises and making available to Kyahay for delivery to Customers
Fee(s)	Any fees charged by Kyahay for any additional services such as pickup or returns
Final Delivery	The transfer of ownership of the product from the Seller to the end customer
Fulfilment Center	A facility provided by Kyahay where all Kyahay Express Products are stored and where orders are processed
Fulfilment Model	Fulfilment model via which the Seller chooses to fulfil orders (Dropship, Kyahay Express)
General Terms	The terms set out in this agreement
Handling Time	The time from forwarding of the order by Kyahay to the Seller till dispatch of the Product by the Seller (excluding Sundays)
Hub	A location owned or operated by Kyahay or one of its logistics partner, where the Seller can drop items and if/when eligible pick up returns
In writing/written	All communications made through the Seller Center or sent by Kyahay through courier or email
Inbound	The reception department at Kyahay’ warehouse that performs the actions of accepting and registering Products brought to the warehouse by the Seller
Intellectual Property	Any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them
Listed Price	The listing price of the Product on the Platform and shall be that price at which the Seller informs Kyahay that it wishes to sell any Product and which price shall include any taxes, whether federal, provincial or local, which the Seller is required and liable to pay on the sale or supply of each Product or type of Product. The Listed Price shall not be higher than the price at which the Seller offers the same Product through its own sales channels
Penalty/Penalties	Any financial and/or operational penalty inflicted by Kyahay on the Seller for any breach of Platform Policies
Pending	The status on the Seller Center depicting that an order has been received and awaiting processing
Performance Scorecard	The report conveyed to the Seller by Kyahay which depicts the operational performance of the Seller
Platform	The website Kyahay or any affiliate website
Platform Policies	All the policies and guidelines applicable to Sellers and available on Kyahay
Product(s)	The products which the Seller intends to sell on the Platform.
Ready to Ship	The Products are signaled as being physically available, packed according to packaging guidelines and ready to be transferred to Kyahay for delivery
Rejected Product	A Product that has been shipped but could not be successfully delivered to a Customer, for any reason whatsoever
Required Product Information	Means, with respect to each of the Products, the following (except to the extent expressly not required under the applicable Platform Policies): (a) detailed description, including as applicable, specifications, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) Product numbers, and other identifying information as Kyahay may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and shipment information; (d) categorization within each Product category and browse structure as prescribed by Kyahay from time to time; (e) digitized image that accurately depicts the Product, complies with all Kyahay image guidelines, and does not include any additional logos, text or other markings; (f) Listed Price; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the Product; (h) any Seller requirements, restocking fees or other terms and conditions applicable to such Product that a Customer should be aware of prior to purchasing the Product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) Product numbers (and other identifying information as Kyahay may reasonably request) for accessories related to the Product that is available in Kyahay’ catalog; and (o) any other information reasonably requested by Kyahay (e.g., the condition of used or refurbished products)
Return Policy	The policy governing the return, refund, cancellation or rejection of products and which can be viewed within.
Returned Product	A Product that had been delivered but has been returned by the Customer, for any reason whatsoever
Rules of Packing & Shipping	The rules governing the dispatch and handling of the products sold by the Seller, which can be viewed within
Seller Center	The login based platform accessible by a Seller by using the user name and password provided to it by Kyahay
Seller Performance	The Seller performance in accordance with the policies and standards defined by Kyahay
Seller Support Center	The support service provided by Kyahay to solve the issues faced by Sellers as well as help Sellers grow their business
Shipped	A Product is considered shipped and on course for delivery to the Customer
Signup Process	Process via which person(s) or entities sign up to sell on Kyahay’ online marketplace
Third Party Logistics (3PL)	An external service provider designated by Kyahay for shipping

ACCESS SELLER CENTER
1. After going through and successfully completing the Signup Process, Kyahay shall provide the Seller with a unique username and password to access the Seller Center and complete the registration process.
2. The Seller is responsible for maintaining up to date information pertaining to their business on Seller Center such as, but not limited to, address and bank account number. Kyahay is not responsible for any liability arising from incorrect information supplied by the Seller.
3. The Seller shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Seller is solely responsible for any use of or action taken under the password and shall fully indemnify Kyahay from any damages or injury resulting from any unauthorized use of its password.
4. Any correspondence or communication received through the Seller Center and/or appointed email address shall be presumed to originate from and have been made with the approval of the Seller and Kyahay shall be entitled to rely on such correspondence or communication.
5. Every message sent to the Seller through his registered email in the Seller Center account or via Seller Center which did not receive an answer or written objection within 72 hours will be worth agreement between Kyahay and the Seller.
6. The Seller shall complete a training module in order to be ready for operating on the Platform. The seller must pass this training and implement the learnings in their operations in order to start selling via Kyahay.
FEATURING PRODUCTS ON THE PLATFORM
1. Kyahay shall feature the Seller’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Seller and not by Kyahay.
2. Kyahay 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(s). Any Commission and/or Fees charged on such a transaction will however be upon the Sellers Listed Price.
3. The manner in which the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of Kyahay.
4. Any particular Product(s) featured on the Platform may be delisted by Kyahay 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.
5. Seller shall provide Kyahay with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Seller will be responsible for listing their own products.
6. Kyahay reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.
7. Kyahay may charge a Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s) in addition to any other amounts it is entitled to deduct under this agreement where Kyahay produces digitized images and photographs of the Product(s) at the request of the Seller for display on the Platform.
8. The Seller’s display of any Product on the Platform constitutes an offer of sale to all persons using the Platform.
9. When a Customer uses the Platform to place an order for a Product, it is deemed to be an acceptance of the Seller’s offer to sell the Product, and a contractual contract between the Customer and the Seller is formed. Once the item is shipped by the vendor, the order is regarded legally confirmed. The contract conditions are offered by the Seller and accepted by the Customer; they have no bearing on Kyahay.
10. 4.10.Kyahay will not be responsible for, resolve or mediate any disputes between the Seller and a Customer.
11. 4.11.This agreement shall govern any Contracts between the Seller and a Customer, and in the event of a disagreement between this agreement and the Contract or any document included in the Product(s) provided to a Customer, or implied by trade practice or course of dealing, this agreement shall prevail.
SELLER PERFORMANCE
1. To keep their shop running smoothly and avoid the consequences of breaking the policy, the Seller commits to respect and observe Kyahay’s Compliance Policy.
2. The Seller undertakes to follow Kyahay’s Customer Protection Policy and to respect it. The Seller will be notified via email if the policy is changed.
3. Kyahay monitors Seller performance on a weekly basis and offers a weekly performance report with the respective Seller’s ops score:
  1. 5.3.1. Kyahay will assign a score to the Seller based on their performance. Each rank has a daily order limit connected with it.
  2. 5.3.2. Kyahay reserves the right to delist, downgrade, or upgrade the Seller at any time based on commercial and operational performance without giving the Seller any notice.
  3. 5.3.3. In order to re-list on Kyahay’ Platform after delisting, the Seller may need to go through the training program again. Kyahay retains the power to blacklist Sellers who consistently violate delisting thresholds, as well as complete control over the re-listing process.
  4. 5.3.4. Kyahay reserves the right to exclude specific vendors from the daily order limits and delisting conditions at its discretion. If their performance does not meet the Standard Ops Score, they may be penalized financially. These financial penalties may be deducted from the Seller’s compensation according to the payment terms. Penalties can be imposed for a variety of offenses, including but not limited to:
    1. 5.3.4.1.Lack of respect of packaging guidelines
    2. 5.3.4.2.Selling counterfeit and illegal Products
    3. 5.3.4.3.High rate of return on products
    4. 5.3.4.4.Slow fulfilment of orders
    5. 5.3.4.5.Cancellations and orders out of stock
SELLER OBLIGATIONS TO CUSTOMER SERVICE
1. Kyahay’s Customer Service department may communicate any queries or complaints received about any sold Product(s) to the Seller. The Seller is required to react to Kyahay within forty-eight (48) hours of receiving such queries or complaints.
2. Kyahay will promptly convey the Seller’s response to any inquiry or complaint to the Customer after receiving it.
3. If a Seller does not react to a question or complaint within 48 hours of receiving it, the Seller or any of its Products may be delisted from the Platform without warning.
COMMISSION
1. Kyahay shall be entitled to a commission for the sale of each Product on the Platform as an agent for the Seller, as indicated in the Commission Schedule, unless otherwise specified in any special terms agreed upon.
2. Commissions are calculated as a percentage of tax inclusive sales price.
3. When Kyahay makes a payout to the Seller defined under Payments, these Commissions are subtracted.
4. Kyahay retains the right to change the percentage Commission set forth in the Commission schedule by giving the Seller 14 days’ notice prior to enactment.
PAYMENTS
1. On behalf of the Seller, Kyahay will collect and process all payments for Products ordered on the Platform. Kyahay will pay a Customer the Listed Price for the Product(s) received, minus its commission for the sale of the Product(s), less any service Fees/Penalties or any other payments payable if applicable, subject to its right of set-off under this agreement.
2. Payments to the Seller will be sent bi-monthly to the Bank Account, provided that payment for any Product will be begun no later than 15 days after the Product has been successfully delivered to the Customer.
3. Kyahay will ensure that payment statements with all essential payment details are available on the Seller Center.
4. All transactions will be conducted in Pakistani rupees. If the Seller wants to alter the information for their Bank Account, they can do so by going to the Seller Center and updating their Bank Account information. Payments will be made by internet transfer to the Seller’s designated bank account in the Seller Center.
5. The Seller accepts that Kyahay will not be held liable for any failure to make payments as a result of the Seller providing incomplete or erroneous information about its bank account.
6. Kyahay will deduct the same amount in the next cycle and return the product to the Seller if a payment has been granted by Kyahay to the Seller for a delivered item that is later returned to Kyahay by the consumer (subject to return policy).
7. If Kyahay and/or 3PL lose a Seller’s Product during transportation or handling, Kyahay will refund the Seller for the lost Product.
8. If the Seller disputes the state of a returned Product (for example, the Product is damaged), Kyahay will pay the Seller for the Product in issue if the case is evaluated and accepted by Kyahay in the Seller’s favor. Title to said Product will only pass to Kyahay if Kyahay wishes to keep it for commercial purposes in exchange for such a refund. Kyahay may also temporarily detain the Product in order to file an insurance claim or settle with a 3PL. This does not imply that Kyahay gains ownership of the Product.
9. Kyahay shall be entitled to deduct or withhold any duties, taxes, or other amounts required to be deducted or withheld under any federal, provincial, or local law from payments to be made to the Seller under this agreement, and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.
10. 8.10.Kyahay may apply any payments owing to the Seller hereunder as a set-off against any sums owed to Kyahay by the Seller, or against any claims of third parties against Kyahay arising from the Seller’ performance, whether under this agreement, any Contract, or any other document.
11. 8.11.The Seller is responsible for all customs duties, sales tax, excise tax, value-added tax, and any other duties, excess, fees, or charges of any kind imposed by governing authorities of any jurisdiction in connection with the sale or supply of its Products on the Platform and the purchase of those Products by Customers. It is clarified that the Seller is exclusively responsible for the payment of any sales tax associated with the sale of these Products to the Customer via the Platform, and Kyahay has no duty in this regard.
WARRANTIES
1. The Seller warrants to Kyahay that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Seller or others, will:
  1. Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform.
  2. Be of merchantable quality and fit for the purpose(s) intended; and
  3. Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations.
2. The Seller furthermore warrants and represents to Kyahay that:
  1. 9.2.1.It is competent to enter into this agreement and any Contract, and its entry into this agreement and any Contract, as well as the performance thereof, has been duly authorized by all necessary corporate action, and this agreement and any Contract constitute a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.
  2. 9.2.2.The Products and their packaging will comply with all applicable marking and labeling requirements.
  3. 9.2.3.None of the Products have been or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor.
  4. 9.2.4.It and its subcontractors, agents, and suppliers involved in the production or delivery of the Products will abide by all applicable laws of Pakistan and other countries where the Products are produced or delivered, including without limitation, working conditions, wages, hours, and minimum ages of workers, in the operation of their facilities and business and labor practices.
  5. 9.2.5.All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.
  6. 9.2.6.The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per law.
  7. 9.2.7.All information, including but not limited to all information furnished to Kyahay with regards to the Products is accurate and up-to-date.
  8. 9.2.8.It is legally entitled and permitted to sell the Products that it is listing.
  9. 9.2.9.It will package and ship all Products in accordance with all applicable laws and the Seller shall be solely responsible for any violation of law and will indemnify Kyahay against the consequences of any such violation.
  10. 9.2.10.It will not host, display, upload, modify, publish, transmit, update, or share any information that infringes on any patent, trademark, copyright, proprietary rights, trade secrets, rights of publicity, or privacy of a third party, is fraudulent, or involves the sale of counterfeit or stolen items.
  11. 9.2.11.The Seller is required to obtain all formal consents, waivers, approvals, permits, exemptions, registrations, licenses or declarations by or by filing with any authority or Contracting Party required to be or obtained by the Seller with respect to the entry into or the performance of such an agreement or Contract.
  12. 9.2.12.The Seller shall, with any material respect to any Law, Statute, Rule, Regulation, Ordination, Code or judgment, order, written decree or other requirement of any court or government body or agency thereof, not infringe or conflict with the entry, delivery or performance of this Agreement or of any contract.
  13. 9.2.13.The Seller shall strictly comply with all laws, treaties, ordinances, codes, and regulations applicable, and in particular any import and exportation, as well as any law, safety, health and environment, ordinances, codes or regulations of any jurisdiction (whether internationally, country, region, province, city, or any other jurisdiction), in compliance with this and any Contracts with Customers. The Seller must supply, upon written request from Kyahay, any documented certification as required by any statute, ordinance, code or regulation of federal, state or local law.
  14. 9.2.14.The Seller is required, when required, to obtain at its own expense all formal consents, waivers, approvals, licences, exemptions, licenses and registrations necessary for Kyahay to include the Products on the Platform.
  15. 9.2.15.In any event, Kyahay may demand the seller to give any financial, commercial or personal information for whatever purpose and within seven (7) business days of the application, the seller should provide the same information to Kyahay.
  16. 9.2.16.It is our policy that money laundering and all acts which promote money laundering, funding, terrorism or criminal activities should not be allowed and actively implemented. We dedicate ourselves to the compliance with anti money laundering legislation in order to avoid the use of our products and services for money laundering purposes by our Directors, Officers and Employees. You guarantee that you are not involved in money laundering, financing or other illicit activities in any kind. We reserve the right to launder, finance terrorist activities, fraud or any other kind of thing necessary illegal activity check before authorizing your account, payments or processing of any applicable refunds.
10.INTELLECTUAL PROPERTY
1. 10.1.This Seller ensures, guarantees and covenants that the Seller will not directly or indirectly infringe against any intellectual property imported, produced, produced, sold, distributed and used of the Products. The Seller guarantees that the products on the Platform shall not infringe any intellectual property, either directly or indirectly.
2. 10.2.In respect to the products or the product supply, which is not violated by marketing, promotions and features of the Products on the Platform, the Seller undertakes or represents to Kyahay that he has all rights, ownership, and is a licensed consumer of any intellectual property. Kyahay admits that it does not obtain any intellectual property rights in respect of the products.
3. 10.3.The seller assures Monafe, and assure him, that he has been unafected by any third party in any claim or action arising from the manufacture of, selling, distribution or use the Products concerning any alleged or actual patent, copyright, business secret, marking, trade name or other violation of intellectual property laws or other claims, demands or actions.
4. 10.4.Both parties agree to release, defend, protect, indemnify and hold their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Products.
5. 10.5.Without prior written agreement from Kyahay, the Seller may not exploit any intellectual property that belongs to Kyahay.
6. 10.6.Bothing in the brand name or Platform or in any other action which may tarnish the image or reputation of Kyahay or the Seller on a site, or which otherwise may tarnish or otherwise dilute Kyahay or Seller’s brand, Service marks, trading name, and/or commodity associated with such a brand name or seller’s t, shall not be made by either Party.
11.CONFIDENTIALITY
1. 11.1.Intellectual property and confidentiality of Kyahay and Sel is the exclusive and exclusive property of any Customer Information, Data, Designs, Specifications, Communications, whether written, oral, electric, visual, graphic, image, observer or any other document, submitted by Kyahay to the Seller, or produced or created by the Kyahay Seller, All such information is totally secret and secured by the seller.
2. 11.2.Both Parties may request the exercise of the individual confidentiality agreement before disclosure by their respective workers and other staff participating in the performance of this Agreement. The Seller expressly incorporates into this Agreement all previous non disclosure agreements in connection with the sale of his products in accordance with this Agreement.
3. 11.3.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.
12.INDEMNIFICATION
1. 12.1.The Seller agrees, against any charge (including legal fees and legal costs in compensation), fines, sanctions, damage and liabilities arising out of, alleged to arising from, or in any manner associated with: Kyahay’s harmless, defending, indemnifying, holding harmless, including its affiliates and any manager, officer, employee, contractor or agent.
  1. 12.1.1.any breach of law by the Seller, including the Seller’s failure to pay any necessary tax on the importation, manufacture, production, sale, supply, distribution, or delivery of a Product;
  2. 12.1.2.any claim made by any Customer on the basis of any Contract;
  3. 12.1.3.any defect in Products sold to any Customer;
  4. 12.1.4.any defect in the packaging or shipping of a Product by the Seller;
  5. 12.1.5.any fault or carelessness on the part of the Seller or its affiliates, including any director, officer, employee, contractor, or agent; or
  6. 12.1.6.any breach in any warranty or representation made herein
13.LIMITATION OF LIABILITY
1. 13.1.The Platform And Seller Center, as well as any 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 Seller Center, are provided “as is.” The Seller Understands And Agrees That It Will Access And Use The Platform And Seller Center At Its Own Risk. Kyahay disclaims the following to the fullest extent permitted by law:
2. 13.2.Whether or not arising from Kyahay’ negligence, any obligation, liability, right, claim, or remedy in tort. Kyahay Makes No Warranty That The Platform And Seller Center Will Meet The Seller’s Requirements Or Will Be Available, Timely, Secure, Uninterrupted, Or Error-Free, And Kyahay Is Not 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 Cooperative Agreement.
3. 13.3.Any implied warranties of merchantability, fitness for a particular purpose, or non-infringement with respect to this agreement, the contracts, or the transactions contemplated by this agreement;
4. 13.4.Warranties implied arising out of the course of business, course of performance or use of trade;
5. 13.5.Because Kyahay is not a party to the contracts between customers and sellers, if a dispute arises, the customer and seller release Kyahay (and its agents and employees) from all claims, demands, and damages (actual and consequential) of every kind and nature, arising out of or in any way connected with such Disputes, Known and Unknown, Suspected And Unsuspected, Disclosed And Undisclosed.
6. 13.6.Kyahay shall not be responsible to the Seller or be deemed in violation of this agreement as a result of any delay or failure to fulfill any of Kyahay’ duties if the delay or failure was caused by a cause beyond Kyahay’ reasonable control. Without limiting the scope of the preceding, the following are considered causes outside Kyahay’ reasonable control:
7. 13.7.Acts of God, explosions, floods, tempests, fires, or accidents; war or threat of war; sabotage, insurgency, civil disturbance, or requisition; governmental, parliamentary, or local authority acts, restrictions, regulations, bye-laws, prohibitions, or measures of any kind; import or export regulations or embargoes; traffic disruption, strikes, lockouts, or other industrial actions.
8. 13.8.While such circumstances persist, Kyahay may, at its discretion, fully or partially suspend delivery/performance, and Kyahay shall not be liable for any loss or damage suffered by the Seller as a result of such suspension, including but not limited to the Seller’s failure to fulfill any Contract with a Customer.
14.DURATION & TERMINATION
1. 14.1.The Seller has thirty (30) days to terminate this agreement by registered letter with acknowledgement of receipt. This agreement is effective for one year and can be extended by tacit agreement until it is terminated by one of the parties. Kyahay shall be entitled to terminate this agreement with immediate effect by written notice to the Seller upon the occurrence of any of the instances of default listed in Clause 15.4 below, in addition to any other rights or remedies it may have at law or in equity.
2. 14.2.the Seller breaching any warranty or representation made under this agreement or any Contract; the Seller breaching any obligation under this agreement or any Contract and failing to remedy the same within seven (7) Business Days of receiving written notice from Kyahay of such breach; the Seller passing a resolution for its winding up or a court of competent jurisdiction ma Making an administration order against the Seller, or appointing a receiver over, or encumbering or selling any of the Seller’s assets;
3. 14.3.the Seller reaching an agreement or settlement with its creditors in general, or seeking protection from its creditors in a court of competent jurisdiction; the Seller ceasing or threatening to cease doing business; or Kyahay reasonably believes that any of the above events is about to occur in relation to the Seller and notifies the Seller accordingly. Any Contracts currently in effect will be unaffected by the termination of this agreement, and the Seller will be obligated to execute any Contracts with Customers. On termination of this agreement, the Parties will satisfy all outstanding liabilities.
15.ROLE
1. 15.1.Kyahay maintains the right to assign this agreement in its entirety or in part to any third party, including Kyahay’ affiliates.

Without Kyahay’s prior written approval, the Seller may not assign this agreement or any Contract, or any portion thereof, or any money due hereunder. If approval is given, the Seller’s assignment will not raise or change Kyahay’s duties, reduce Kyahay’s rights, or relieve the Seller of any of its obligations under this agreement or any Contract.

Any change in the Sellers’ ownership or organization, as well as any changes in the manufacture or production of the Products delivered hereunder, must be promptly notified in writing to Kyahay.

16.NOTIFICATIONS
1. 16.1.All notifications between the Parties must be in writing.
17.AFFILIATION OF THE PARTIES
1. 17.1.Nothing in this agreement will constitute a partnership, joint venture, franchise, sales representative, or employment relationship between the Parties, nor will it impose any responsibility on Kyahay in respect to the Seller other than that expressly stated in this agreement as a commission agent.
18.CHANGES THAT HAVE BEEN MADE TO
1. 18.1.The Seller acknowledges and agrees that Kyahay may, in its sole discretion, modify, amend, or change any of the General Terms and Platform Policies, and that such modified, amended, or changed General Terms and Platform Policies shall take effect and be binding on the Seller upon their posting on Seller Center or the Platform, and that the Seller is responsible for reviewing these locations. The Seller should visit Seller Center on a frequent basis to evaluate the existing agreement (including the Platform Policies). Any changes will be communicated to the Seller through email by Kyahay.
2. 18.2.The Seller will then have fourteen (14) days to approve or reject any and all revisions by using the Seller Center or sending an email. If the Seller does not respond, it will be assumed that the Seller has agreed. After Kyahay posts any changes, the seller’s continued access and use of the platform and seller center constitutes its acceptance of such changes or modifications.
19.FULFILMENT STYLES
1. 19.1.The Seller can choose between two fulfillment models (Dropship or Kyahay Express). By default, when a Seller creates an account on Seller Center, he or she is working on Dropship. By contacting its dedicated account manager or the Seller Support Center, the seller can apply for Kyahay Express. Kyahay has the right to amend any typographical, clerical, or other mistake or omission in any acceptance, invoice, or other document without incurring any obligation. Kyahay’s waiver of the Seller’s violation of this agreement does not constitute a waiver of any later breach of the same or any other term. If any provision of this agreement is found to be illegal or unenforceable in whole or in part by any competent authority, the legality of the other terms of this agreement and the rest of the provision in issue will not be impacted.
2. 19.2.Without the express prior written agreement of the Parties, no one who is not a party to this agreement, including any employee, officer, agent, representative, or subcontractor of either party, shall have any right to enforce any terms of this agreement that expressly or by implication confer a benefit on that person. The parties agree to submit to the exclusive jurisdiction of the appropriate courts in Lahore, and this agreement will be governed by Pakistani law. Kyahay shall be entitled to seek injunctive or other equitable remedies in order to safeguard its private information or any exclusivity rights granted under this agreement.