AGREEMENT TO TERMS

This present agreement is established in order to set up a contractual relationship by and between: Ceylon Gift.lk (Private) Limited (hereinafter referred to as “Gift.lk”), a private limited company incorporated in the Democratic Socialist Republic of Sri Lanka with its registered office at No.97/75, 2nd Lane, Abeyrathne Mawatha, Boralesgamuwa, Sri Lanka.

AND

The Seller (hereinafter referred to as “Gift Maker”), a sole proprietor/company, registered under the laws of the Democratic Socialist Republic of Sri Lanka. (Gift.lk and Gift Maker 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

1.1. Gift.lk is in the business of providing services to facilitate Ecommerce via its online marketplace at Gift.lk – a platform that enables Customers and Gift Maker s to transact online. The Gift Maker wishes to sell Products on the online marketplace platform provided by Gift.lk. Gift.lk offers multiple services to facilitate sales via its online platform. The Gift Maker appoints Gift.lk as its commission agent under the terms & conditions set hereunder.

1.2. This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.

1.3. Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of both Parties.

1.4. Every transaction of the Gift Maker on Gift.lk’ 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 Gift.lk. This agreement will be considered valid as soon as it is electronically accepted by the Gift Maker.

1.5. The service provided by Gift.lk is limited to referring customers to the Gift Maker 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 Gift Maker. This support is covered within the agreed level of commission and any additional service fees. ( is this correct ? ) 

1.6. Gift.lk may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Gift Maker without any prior intimation.

1.7. 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.

1.8. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Gift.lk’ services, platform policies will evolve and change over time (with notice to the Gift Maker). The Gift Maker ’s use of the platform and access to Gift Shop is subject to this agreement.

1.9. In order to maintain its reputation for quality and high service standards, Gift.lk reserves the right to delist the Gift Maker and to terminate the relationship with the Gift Maker based on Gift.lk’ internal quality assessment of the Gift Maker as governed by Gift.lk’ Customer Protection Policy.

2. INTERPRETATION & DEFINITIONS

2.1. In this agreement, the words and expressions below shall have the following meanings:

  • Bank Account – The bank account specified by the Gift Maker in which payments are to be made.
  • Business Day – A day (excluding Saturdays and Sundays) on which banks generally are open for business in Sri Lanka.
  • Commission The commission of 15% or the percentage agreed upon by the Gift Maker which is payable to Gift.lk by the Gift Maker for the products sold on the platform.
  • Competitor – Any person or entity, that directly or indirectly, engages in the sale of Products on the internet in Sri Lanka. 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 Gift Maker and a Customer for the sale and purchase of the Products on the Platform.
  • Customer A person, who purchases Products on the Platform
  • Dropship – Fulfilment model whereby the Gift Maker is responsible for maintaining inventory of Products at own premises and making available to Gift.lk for delivery to Customers.
  • Fee(s) – Any fees charged by Gift.lk for any additional services such as pickup or returns.
  • Final Delivery – The transfer of ownership of the product from the Gift Maker to the end customer.
  • Fulfilment Model – Fulfilment model via which the Gift Maker chooses to fulfill orders.
  • General Terms – The terms set out in this agreement.
  • Gift Shop – The login-based platform accessible by a Gift Maker by using the user name and password provided to it by Gift.lk or made by Gift Makers.
  • Handling Time – The time from the forwarding of the order by Gift.lk to the Gift Maker till dispatch of the Product by the Gift Maker (excluding Sundays)
  • In writing/written – All communications made with Gift.lk through email. 
  • 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 Gift Maker informs Gift.lk that it wishes to sell any Product and which price shall include any taxes, whether federal, provincial or local, which the Gift Maker 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 Gift Maker offers the same Product through its own sales channels.
  • Penalty / Penalties – Any financial and/or operational penalty inflicted by Gift.lk on the Gift Maker for any breach of Platform Policies.
  • Pending – Orders that have been received by the Gift Maker and awaiting processing.
  • Platform – The website Gift.lk or any affiliate website.
  • Platform Policies – All the policies and guidelines applicable to Gift Makers and available on Gift.lk.
  • Product(s) – The products which the Gift Makers intend 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 shipped to the customer. 
  • 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 Gift.lk 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 Gift.lk from time to time; (e) digitized image that accurately depicts the Product, complies with all Gift.lk 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 Gift Maker 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 Gift.lk may reasonably request) for accessories related to the Product that is available in Gift.lk’ catalog; and (o) any other information reasonably requested by Gift.lk (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 and Shipping – The rules governing the dispatch and handling of the products sold by the Gift Maker, which can be viewed within.
  • Self-DeliveryOrder fulfillment model where the Gift Makers themselves deliver the products to the customers. 
  • 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 Gift.lk’ online marketplace.
  • Third Party Logistics (3PL) – An external service provider designated by Gift.lk for shipping.

3. ACCESS TO PLATFORM AND GIFT SHOP

3.1. After going through and successfully completing the Signup Process, Gift.lk shall provide the Gift Maker with a unique username and password to access the Gift Shop and complete the registration process.

3.2. The Gift Maker is responsible for maintaining up to date information pertaining to their business on Gift Shop such as, but not limited to, address and bank account number. Gift.lk is not responsible for any liability arising from incorrect information supplied by the Gift Maker.

3.3. The Gift Maker shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Gift Maker is solely responsible for any use of or action taken under the password and shall fully indemnify Gift.lk from any damages or injury resulting from any unauthorized use of its password.

3.4. Any correspondence or communication received through the Gift Shop and/or appointed email address shall be presumed to originate from and have been made with the approval of the Gift Maker and Gift.lk shall be entitled to rely on such correspondence or communication.

3.5. Every message sent to the Gift Maker through his registered email in the Gift Shop account or via Gift.lk which did not receive an answer or written objection within 72 hours will be worth agreement between Gift.lk and the Gift Maker.

4. FEATURING PRODUCTS ON THE PLATFORM

4.1. Gift.lk shall feature the Gift Maker ’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Gift Maker and not by Gift.lk.

4.2. Gift.lk may offer additional promotions/discounts over and above a Gift Maker’s Listed Price via multiple channels and the Gift Maker 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 Gift Maker s Listed Price.

4.3. 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 Gift.lk.

4.4. Any particular Product(s) featured on the Platform may be delisted by Gift.lk if sale of that Product would contravene any law or the Gift Maker breaches any of its obligations under this agreement and in such case, the Gift Maker shall be notified immediately.

4.5. Gift Maker shall provide Gift.lk with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Gift Maker will be responsible for listing their own products.

4.6. Gift.lk reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Gift Maker provides.

4.7. Featuring any Product on the Platform shall constitute an offer of sale by the Gift Maker to all persons using the Platform.

4.8. Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Gift Maker ’s offer to sell the Product and a binding contract shall come into force between the Customer and the Gift Maker. The terms of the contract are offered by the Gift Maker and are agreed to by the Customer and have no relation with Gift.lk.

4.9. Gift.lk will not be responsible for, resolve or mediate any disputes between the Gift Maker and a Customer.

4.10. All Contracts entered into between the Gift Maker and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.

5. GIFT MAKER OBLIGATIONS TO CUSTOMER SERVICE

5.1. Gift.lk may forward questions or complaints received by Gift.lk’ Customer Service department regarding any sold Product(s) to the Gift Maker. The Gift Maker shall be obliged to respond to Gift.lk on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.

5.2. On receiving Gift Maker ’s response to any question or complaint, Gift.lk shall promptly forward the response to the Customer.

5.3. If a Gift Maker fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Gift Maker or any of its Products may be de-listed from the Platform without further notice.

6. GIFT MAKER PERFORMANCE

6.1. Gift.lk measures Gift Maker performance on an ongoing basis.

6.1.1. Gift.lk will rank the Gift Maker based on performance. 

6.1.2. Gift.lk may, at any time, delist, downgrade or upgrade the Gift Maker depending on commercial and operational performance without any prior notice to the Gift Maker.

6.1.3. Gift.lk retains the right to blacklist Gift Makers who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process is managed.

6.1.4. Gift.lk may, at its discretion, exempt certain Gift Maker s from the daily order limitations and delisting criteria. These Gift Maker s may instead be charged financial penalties. Offences that can lead to Penalties include, but are not limited to,

the following:

6.1.4.1. High rate of return on products

6.1.4.2. Lack of respect of packaging guidelines

6.1.4.3. Cancellations and orders out of stock

6.1.4.4. Slow fulfilment of orders

6.1.4.5. Selling counterfeit and illegal Products

7. COMMISSION

7.1. As an agent for the Gift Maker, Gift.lk shall be entitled to receive a commission of 15% (on the listed price) for the sale of each Product on the Platform, unless specified otherwise in any special terms agreed upon.

7.2. Commissions are calculated as a percentage of tax-inclusive sales price.

7.3. These Commissions are deducted by Gift.lk when making a payout to the Gift Maker defined under Payments.

7.4. Gift.lk reserves the right to adjust the percentage Commission providing suitable notice of 14 days in advance to the Gift Maker before enactment.

8. PAYMENTS

8.1. Gift.lk shall receive and process all payments for Products purchased on the Platform on behalf of the Gift Maker. Gift.lk shall make payment of the amount of the Listed Price for the Product(s) received from a Customer, less its commission for the sale of the Product(s), less any service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.

8.2. The payments will be made to the Gift Maker on a bi-monthly basis to the Bank Account, provided that payment related to any Product shall be initiated not less than 7 days after the Product has been successfully delivered to the Customer. 

The payment process for the orders completed by the 7th day of the month shall be initiated on 14th day of the month and the payment process for the orders completed by 23rd day of the month shall be initiated penultimate day of that month. 

Payment details email will be sent to the Gift Makers on 14th day and penultimate day of the month. Upon confirmation of the Payment details email, the confirmed amount will be credited to the Gift Maker’s bank account immediately. However, Gift Maker’s bank could take 3 to 5 business days to credit the amount to the bank account

8.3. All payments will be made in Sri Lankan Rupees. In case the Gift Maker wishes to change the information of  the Bank Account, it may do so by informing Gift.lk management via email. Payments will be made via online transfer to the Bank Account specified by the Gift Maker.

8.4. The Gift Maker agrees that Gift.lk shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Gift Maker with regards to its Bank Account.

8.5. In case a payment has been issued by Gift.lk to the Gift Maker for a delivered item that is later returned to Gift.lk by the customer, Gift.lk will deduct equivalent amount in the next cycle and return the product to the Gift Maker (subject to return policy).

8.6. In case a Gift Maker ’s Product is lost by Gift.lk and/or 3PL during transit or handling, Gift.lk will reimburse the value (listed price less 15% commission) to the Gift Maker related to the Product in question provided proof related to handing over sch product is submitted to Gift.lk with a request letter. 

8.7. In case the Gift Maker raises a dispute about the condition of a returned Product (e.g. Product is damaged), Gift.lk will reimburse the Gift Maker for the Product in question given the case is reviewed and accepted by Gift.lk in favor of the Gift Maker. For such a reimbursement, title of ownership of said Product shall only pass to Gift.lk in the case Gift.lk decides to hold the Product for commercial purposes. Gift.lk may also hold the Product temporarily in order to claim insurance or settlement with a 3PL. This does not mean ownership of Product transfers to Gift.lk.

8.9. Gift.lk shall be entitled to deduct or withhold from payments to be made to the Gift Maker 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.

8.10. Any sums due to the Gift Maker hereunder may be applied by Gift.lk as a set off against any sums owed by the Gift Maker to Gift.lk, or against any claims of third parties against Gift.lk arising from the Gift Maker’ performance, whether under this agreement, any Contract or other document.

8.11. The Gift Maker 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 Gift Maker shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and Gift.lk shall have no liability in this regard.

9. INTELLECTUAL PROPERTY

9.1. The Gift Maker warrants, represents and covenants that its import, manufacture, production, sale, distribution and use of the Products do not infringe directly or indirectly any Intellectual Property. The Gift Maker warrants, represents and covenants that featuring of the Products on the Platform does not, directly or indirectly, infringe any Intellectual Property.

9.2. The Gift Maker undertakes and represents to Gift.lk that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Products and the supply of the Products which shall not be infringed due to marketing, promoting and featuring the Products on the Platform. Gift.lk acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.

9.3. The Gift Maker represents and warrants to Gift.lk that it is not aware of any claims made by any third party with regards to 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 manufacture, sale, distribution or use of the Products.

9.4. 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.

9.5. The Gift Maker shall not be entitled to use any Intellectual Property belonging to Gift.lk without Gift.lk’ prior approval in writing.

 

9.6. Both Parties shall not make any negative, denigrating, or defamatory statement(s)/comment(s) about each other, the brand name, or the Platform, or otherwise engage in any conduct or action that might tarnish the image or reputation of Gift.lk or Gift Maker ’s on the platform or otherwise tarnish or dilute any Gift.lk or Gift Maker s’ trade mark, service marks, trade name and/or goodwill associated with such trade, service marks or trade name as may be owned or used by either Party.

10. WARRANTIES

10.1. The Gift Maker warrants to Gift.lk that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Gift Maker or others, will:

10.1.1. Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform;

10.1.2. Be of merchantable quality and fit for the purpose(s) intended; and

10.1.3. Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations.

10.2. The Gift Maker furthermore warrants and represents to Gift.lk that:

10.2.1. It is competent to enter into this agreement and any Contract and its entry into this agreement and any Contract and the performance thereof have been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Gift Maker, enforceable against the Gift Maker in accordance with the terms thereof.

10.2.2. The Products and their packaging will comply with all applicable marking and labeling requirements.

10.2.3. 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.

10.2.4. It and its subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of Sri Lanka and other countries where the Products are produced or delivered, regarding the operation of their facilities and their business and labor practices, including without limitation working conditions, wages, hours and minimum ages of workers.

10.2.5. All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.

10.2.6. It is legally entitled and permitted to sell the Products that it is listing.

10.2.7. The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per law.

10.2.8. It will package and ship all Products in accordance with all applicable laws and the Gift Maker shall be solely responsible for any violation of law and will indemnify Gift.lk against the consequences of any such violation.

10.2.9. All information, including but not limited to all information furnished to Gift.lk with regards to the Products is accurate and up-to-date.

10.2.10. It shall not host, display, upload, modify, publish, transmit, update or share any information which infringes any patent, trademark, copyright, proprietary rights, third party’s trade secrets, rights of publicity, or privacy, is fraudulent or involves the sale of counterfeit or stolen items.

10.2.11. All formal consents, waivers, approvals, authorizations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Gift Maker in connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.

10.2.12. The entry, delivery and performance of this agreement or any Contract by the Gift Maker will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof.

10.2.13. In its performance under this agreement and any Contracts entered into with Customers, the Gift Maker shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically, with any import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this agreement may be performed. Upon Gift.lk’ written request, the Gift Maker shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.

10.2.14. If necessary, the Gift Maker shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Gift.lk to feature the Products on the Platform, at its own cost.

10.2.15. Gift.lk may at any point require the Gift Maker to provide any financial, business or personal information for any purpose whatsoever, and the Gift Maker shall provide the same to Gift.lk  within seven (7) Business Days of such request being made.

10.2.16. It is our policy to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing or of terrorist or criminal activities. We are committed to anti-money laundering compliance in accordance with applicable law and require our directors, officers and employees to adhere to these standards in preventing the use of our products and services for money laundering purposes. You warrant that you are not, in any way, actively involved in money laundering or financing of terrorist or criminal activities or any other illegal activity. We reserve the right to carry out necessary money laundering, terrorism financing, fraud or any other illegal activity check before authorizing your account, payments or processing of any applicable refunds.

11. INDEMNIFICATION

11.1. The Gift Maker agrees to release, defend, indemnify and hold harmless Gift.lk, 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:

11.1.1. any defect in Products sold to any Customer;

11.1.2. any claim made by any Customer on the basis of any Contract;

11.1.3. any defect in the packaging or shipping of a Product by the Gift Maker;

11.1.4. any violation of any law committed by the Gift Maker, including any failure by the Gift Maker to pay

any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a

11.1.5. any negligence or fault of whatever nature of the Gift Maker or its affiliates, and any director, officer, employee, contractor, or agent; or

11.1.6. any breach in any warranty or representation made herein.

12. FORCE MAJEURE

12.1. Gift.lk shall not be liable to the Gift Maker or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Gift.lk’ obligations if the delay or failure was due to any cause beyond Gift.lk’ reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Gift.lk’ reasonable control:

12.1.1. Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;

12.1.2. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

12.1.3. import or export regulations or embargoes;

12.1.4. interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Gift.lk or of a third party);

12.1.5. interruption of production or operation, difficulties in obtaining raw materials labor, fuel, parts or machinery;

12.1.6. power failure or breakdown in machinery.

12.2. Gift.lk may, at its option, fully or partially suspend delivery/performance while such circumstances continue and Gift.lk shall not be liable for any loss or damage suffered by the Gift Maker as a result of such suspension, including but not limited to from the Gift Maker ’s failure to fulfill any Contract with a Customer.

13. CONFIDENTIALITY

13.1. 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 Gift Maker  by Gift.lk , or produced or created by the Gift Maker  for Gift.lk hereunder are the intellectual property of, and confidential to Gift.lk  and Gift Maker  and shall be used solely by the Gift Maker for purposes of this agreement. All such information shall be treated and protected by the Gift Maker as strictly confidential, and shall not be disclosed to any third party without the prior written consent of Gift.lk, and shall be disclosed within the Gift Maker ’s organization only on a need-to know basis.

13.2. Both Parties may require their respective employees and other personnel involved in the performance of this agreement to execute an individual confidentiality agreement prior to any disclosure. Any non-disclosure agreement heretofore executed by the Gift Maker in connection with the sale of its Products under this agreement is hereby expressly incorporated within the Contract.

13.3. Both parties shall immediately return to each other any information provided, either upon demand, or upon termination of this agreement, including all copies made by either Party.

13.4. 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.

14. LIMITATION OF LIABILITY

14.1. The Platform and Gift Shop including all content, software, functions, materials and information made available on or provided in connection with the Gift Maker’s access to and use of the platform and the Gift Shop are provided “as-is.” the Gift Maker acknowledges and confirms that it will access and use the platform and the Gift Shop at its own risk. To the fullest extent permissible by law, Gift.lk disclaims:

(i) any representations or warranties regarding this agreement, the contracts or the Transactions contemplated by this agreement, including any implied warranties of Merchantability, fitness for a particular purpose or non-infringement;

(ii) implied warranties arising out of course of dealing, course of performance or usage of Trade; and

(iii) any obligation, liability, right, claim or remedy in tort, whether or not arising from Gift.lk’ negligence. Gift.lk does not warrant that the functions contained in the platform and Gift Shop will meet the Gift Maker’s requirements or be available, timely, secure uninterrupted or error free, and Gift.lk 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. 

Gift.lk does not warrant that the functions contained in the platform and Gift Shop will meet the Gift maker’s requirements or be available, timely, secure uninterrupted or error free, and Gift.lk 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.

14.2. Because Gift.lk is not a party to the contracts between Customers and gift maker s, if a dispute arises between them, the Customer and Gift Maker release Gift.lk (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

14.3. Gift.lk will not be liable (whether in contract, warranty, tort (including negligence, product liability or other theory) or otherwise) to the gift maker  or any other person for cost of cover, recovery or recoupment of any investment made by the Gift Maker  in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if gift.lk  has been advised of the possibility of those costs or damages. Further, Gift.lk’ aggregate liability arising out of or in connection with this agreement, the contracts or the transactions contemplated will not exceed at any time the total commission during the prior three-month period paid by the Gift Maker to Gift.lk except for under clause 8.5.

15. DURATION & TERMINATION

15.1. This agreement remains valid by tacit agreement until one of the parties terminates it.

15.2. The Gift Maker may terminate this agreement by means of thirty (30) Days’ notice by registered letter with acknowledgement of receipt.

15.3. On or at any time after the occurrence of any of the events of default in Clause 15.4 below, Gift.lk shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Gift Maker.

15.4. The following shall constitute events of default:

15.4.1. the Gift Maker being in breach of any warranty or representation under this agreement or any Contract;

15.4.2. the Gift Maker being in breach of any obligation under this agreement or any Contract and failing

to remedy the same on or before seven (7) Business Days from receipt of a written notice from Gift.lk of such breach;

15.4.3. the Gift Maker passing a resolution for its winding up or a court of competent jurisdiction making an order for the Gift Maker ’s winding up or dissolution;

15.4.4. The making of an administration order in relation to the Gift Maker or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Gift Maker ’s assets;

15.4.5. the Gift Maker making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;

15.4.6. the Gift Maker ceasing or threatening to cease to carry on business; or

15.4.7. Gift.lk reasonably apprehends that any of the events mentioned above is about to occur in

relation to the Gift Maker and notifies the Gift Maker accordingly.

15.5. The termination of this agreement shall not terminate any Contracts already entered into and the Gift Maker shall be obliged to perform all Contracts entered into with Customers.

15.6. The Parties will settle all outstanding liabilities on termination of this agreement.

16. NOTICES

16.1. All notices between the Parties shall be in writing.

17. ASSIGNMENT

17.1. The Gift Maker may not assign this agreement or any Contract, or any part hereof, or any money due hereunder, without the prior written consent of Gift.lk. If consent is granted, any such assignment by the Gift Maker shall not increase or alter Gift.lk’ obligations nor diminish the rights of Gift.lk, nor relieve the Gift Maker of any of its obligations under this agreement or any Contract.

17.2. Gift.lk reserves the right to assign this agreement, in whole or in part, to any party, including Gift.lk’ affiliates.

17.3. The Gift Maker s shall give Gift.lk prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Products provided hereunder.

18. MODIFICATIONS

18.1. The Gift Maker acknowledges and agrees that Gift.lk 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 Gift Maker upon the posting of such changes

on Gift Shop or on the Platform, and the Gift Maker is responsible for reviewing these locations and

informing itself of all applicable changes or notices. The Gift Maker should refer regularly to Gift Shop to

review the current agreement (including the Platform Policies). Gift.lk will inform the Gift Maker of any

modification via email. THE GIFT MAKER ’S CONTINUED ACCESS AND USE OF THE PLATFORM AND

GIFT SHOP AFTER GIFT.LK’ POSTING OF ANY CHANGES WILL CONSTITUTE ITS ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

18.2. The Gift Maker will then have fourteen (14) days to accept any and all modifications or communicate disagreement via the Gift Shop or via Email. If there is no response from the Gift Maker it will count as an agreement on the Gift Maker s part.

19. RELATIONSHIP OF THE PARTIES

19.1. Nothing in this agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the Parties or impose any liability on Gift.lk in relation to the Gift Maker beyond that specifically expressed in this agreement as a commission agent.

20. MISCELLANEOUS

FULFILMENT MODELS

The Gift Maker has a choice between 2 different Fulfilment Models (Dropship or Self Delivery). When creating an account on the Platform the Gift Maker is by default operating on Dropship. The Gift Maker can apply for Self-Delivery by contacting its dedicated account manager or the Platform support center. 

20.1. Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of Gift.lk shall be subject to correction without any liability on the part of Gift.lk.

20.2. No waiver by Gift.lk of any breach of this agreement by the Gift Maker shall be considered as a waiver of any subsequent breach of the same or any other provision.

20.3. If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected thereby.

20.4. No person who is not a party to this agreement (including any employee, officer, agent, representative or sub-contractor of either party) shall have any right to enforce any terms of this agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Parties.

20.5. This agreement shall be governed by the laws of Sri Lanka and the Parties agree to submit to the exclusive jurisdiction of the competent courts at Karachi.

20.6. Gift.lk shall be entitled to commence legal proceedings for the purposes of protecting its confidential information or any exclusivity rights, as contained in this agreement, by means of injunctive or other equitable relief.

21. Dropship

21.1. Inventory Treatment:

21.1.1. The Gift Maker is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Gift Shop on a daily basis.

21.1.2. In the event that the Gift Maker reasonably anticipates that any Products sold on the Platform may go out of stock, it shall immediately update the inventory information in the Gift Shop. 

21.1.3. If an out of stock Product is shown as in stock on the Platform due to the Gift Maker’s inability to update the correct inventory information for that Product on the Gift Shop and a Customer places an order for the Product, the order may be cancelled and the Gift Maker may be penalized for breaching Platform Policies.

21.2. Order Processing:

21.2.1. Upon receipt of an order for the purchase of Products, Gift.lk shall forward the order and furnish the Gift Maker with details relating to the ordered Product(s) via the Gift Shop and to the email provided by the Gift Maker, including the Gift Maker’s product details and any other details required to fulfill the order – as provided by the Customer. Order Status on the Gift Shop will be depicted as Pending and is a confirmation of an order placed by a Customer.

21.2.2. Upon receipt of information under Clause 21.2.1 above, the Gift Maker shall be obliged to process and package each order. In case of any delay, either materialized or foreseen, the Gift Maker shall immediately inform Gift.lk via the Contact Us Form.

21.2.3. No package will be handed over to 3PL nor if the order/item status is marked as “cancelled” on Gift Shop prior to its shipment.

21.2.4. The Gift Maker must print and pack the shipping label generated via the Gift Shop with the shipment package.

21.3. Shipping and Order Fulfilment:

21.3.1. Gift Maker shall remain the sole and undisputed owner of the sold Product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any Product is returned or rejected by a Customer, the title and ownership of the Product shall, immediately upon return or rejection, revert to the Gift Maker who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Gift.lk.

21.3.2. The Gift Maker acknowledges and agrees that:

21.3.2.1. Neither the 3PL nor Gift.lk shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.

21.3.2.2. The 3PL and Gift.lk shall have the right but not the obligation, to inspect any shipment without prior intimation to the Gift Maker for checking the contents. The Gift Maker is responsible for ensuring the correct Product(s) are sent to Customers.

21.3.2.3. All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.

21.3.2.4. No package will be handed over to 3PL nor Gift.lk Hub if the order/item status is marked as “canceled” on Gift Shop prior to its shipment.

21.3.2.5. The Gift Maker acknowledges that Gift.lk shall not be liable to pay for any payment(s) of any canceled packages to the Customer.

21.3.2.6. For the avoidance of doubt continuous abuse of this policy shall result in the Gift Maker’s shop being delisted by Gift.lk.

21.4. Cancellations, Rejections, Returns and Refunds

21.4.1. The Gift Maker agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.

21.4.2. The Gift Maker agrees that if the customer cancels an order prior to the order being marked shipped, the Gift Maker shall not dispatch any cancelled status orders for shipment to 3PL. Any such shipment and liability associated with the same shall remain the Gift Maker s responsibility at all times.

21.4.3. The Gift Maker authorizes Gift.lk 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.

21.4.4. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Gift.lk may, at its discretion, charge the entire cost of shipping the Product to the Gift Maker.

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

21.4.5.1. Defective/Damaged Product

21.4.5.2. Incorrect Product

21.4.5.3. Incomplete Product

21.4.5.4. The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)

21.4.5.5. The product is unused, unworn, unwashed and without any flaws.

21.4.5.6. The product includes the original tags, user manual, warranty cards, freebies and accessories.

21.4.5.7. The product is returned in the original and undamaged manufacturer packaging / box.

21.4.6. In case of a return, Gift.lk may, at its discretion, bill the Gift Maker for the cost of shipping the Product from the Customer to Gift.lk or to the Gift Maker.

21.4.7. In case of returned products, Gift.lk protects the Gift Maker by conducting a quality control check at Gift.lk’ Office to determine the validity of the Customer’s return claim. If the quality control identifies the customers return claim is invalid, for whatever reason, the Product is sent back to the Customer.

21.4.8. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Gift Maker agrees that it shall be bound by Gift.lk’ inquiry into and decision as to the condition of the Product at the time of delivery.

21.4.9. At the Customer’s option, the Gift Maker will either replace the damaged Product within the stipulated timeline as defined in the Return/Refund Policy or authorize Gift.lk to provide a full refund. The damaged Product may be shipped to the Gift Maker at the Gift Maker’s cost unless the Gift Maker directs Gift.lk to dispose the Product.

21.4.10. Gift.lk may, at its discretion, bill the Gift Maker for the cost of shipping the replacement Product to the Customer.

21.4.11. The Gift Maker agrees to be bound by and act in accordance with the Return Policy. To the extent that there is any conflict between the Return Policy, the Return Policy shall prevail.

22. Self-Delivery

22.1. Inventory Treatment:

22.1.1. The Gift Maker is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Gift Shop on a daily basis.

22.1.2. In the event that the Gift Maker reasonably anticipates that any Products sold on the Platform may go out of stock, it shall immediately update the inventory information in the Gift Shop. 

22.1.3. If an out of stock Product is shown as in stock on the Platform due to the Gift Maker’s inability to update the correct inventory information for that Product on the Gift Shop and a Customer places an order for the Product, the order may be cancelled and the Gift Maker may be penalized for breaching Platform Policies.




22.2. Order Processing:

22.2.1. Upon receipt of an order for the purchase of Products, Gift.lk shall forward the order and furnish the Gift Maker with details relating to the ordered Product(s) via the Gift Shop and to the email provided by the Gift Maker, including the Gift Maker’s product details and any other details required to fulfill the order – as provided by the Customer. Order Status on the Gift Shop will be depicted as Pending and is a confirmation of an order placed by a Customer.

22.2.2. Upon receipt of information under Clause 22.2.1 above, the Gift Maker shall be obliged to process and package each order. In case of any delay, either materialized or foreseen, the Gift Maker shall immediately inform Gift.lk via the Contact Us Form.

22.2.3. No package shall be shipped to the customer nor if the order/item status is marked as “cancelled” on Gift Shop prior to its shipment.




22.3. Shipping and Order Fulfilment:

22.3.1. Gift Maker shall remain the sole and undisputed owner of the sold Product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any Product is returned or rejected by a Customer, the title and ownership of the Product shall, immediately upon return or rejection, revert to the Gift Maker who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Gift.lk.

22.3.2. The Gift Maker acknowledges and agrees that:

22.3.2.1. Gift.lk shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.

22.3.2.2. The Gift Maker is responsible for ensuring the correct Product(s) are sent to Customers.

22.3.2.3. All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.

22.3.2.4. No package will be shipped to the customer if the order/item status is marked as “canceled” on Gift Shop prior to its shipment.

22.3.2.5. The Gift Maker acknowledges that Gift.lk shall not be liable to pay for any payment(s) of any canceled packages to the Customer.

22.3.2.6. For the avoidance of doubt continuous abuse of this policy shall result in the Gift Maker’s shop being delisted by Gift.lk.




22.4. Cancellations, Rejections, Returns and Refunds

22.4.1. The Gift Maker agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.

22.4.2. The Gift Maker agrees that if the customer cancels an order prior to the order being marked shipped, the Gift Maker shall not dispatch any cancelled status orders for shipment customer. Any such shipment and liability associated with the same shall remain the Gift Maker s responsibility at all times.

22.4.3. The Gift Maker authorizes Gift.lk 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.

22.4.4. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Gift.lk may, at its discretion, charge the entire cost of shipping the Product to the Gift Maker.

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

22.4.5.1. Defective/Damaged Product

22.4.5.2. Incorrect Product

22.4.5.3. Incomplete Product

22.4.5.4. The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)

22.4.5.5. The product is unused, unworn, unwashed and without any flaws.

22.4.5.6. The product includes the original tags, user manual, warranty cards, freebies and accessories.

22.4.5.7. The product is returned in the original and undamaged manufacturer packaging / box.

22.4.6. In case of a return, Gift.lk may, at its discretion, bill the Gift Maker for the cost of shipping the Product from the Customer to Gift.lk or to the Gift Maker.

22.4.7. In case of returned products, Gift.lk protects the Gift Maker by conducting a quality control check at Gift.lk’ Office to determine the validity of the Customer’s return claim. If the quality control identifies the customers return claim is invalid, for whatever reason, the Product is sent back to the Customer.

22.4.8. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Gift Maker agrees that it shall be bound by Gift.lk’ inquiry into and decision as to the condition of the Product at the time of delivery.

22.4.9. At the Customer’s option, the Gift Maker will either replace the damaged Product within the stipulated timeline as defined in the Return/Refund Policy or authorize Gift.lk to provide a full refund. The damaged Product may be shipped to the Gift Maker at the Gift Maker’s cost unless the Gift Maker directs Gift.lk to dispose the Product.

22.4.10. Gift.lk may, at its discretion, bill the Gift Maker for the cost of shipping the replacement Product to the Customer.

22.4.11. The Gift Maker agrees to be bound by and act in accordance with the Return Policy. To the extent that there is any conflict between the Return Policy, the Return Policy shall prevail.




CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Ceylon Gift.lk Private Limited
174,Old Kesbewa Road,Nugegoda
071 469 0266
legal@gift.lk

Gift. LK is the first eCommerce marketplace built for the skilful Ceylonese giftmakers to showcase their skills. Today, we house over 100 such talent and provide them with the platform to reach out to their end customers with ease while creating a unique experience.

Copyrights © 2021 Ceylon Gift.lk (Pvt) Ltd. All Rights Reserved.

Concept and design by Arona Digital

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