These Merchant Terms and Conditions would apply to all Merchants registered, listed, providing services through, accessing etc. ZOOD Mall and shall govern the Merchant’s access to and use of the Services and is an agreement between the Merchant and ZOOD. By registering for or using the Services, the Merchant agrees to be bound by the terms of these Terms and Conditions, terms of the fulfilment agreement (where applicable), policies that apply in Pakistan and have been communicated to the Merchant through or on the ZOOD Mall etc.

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A) Services Terms and Conditions

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1. Scope 

1.1. The Merchant agrees that each Transaction on the ZOOD Mall is dependent on the acceptance of the terms of these Terms and Conditions, amendments, including the details, annexes, appendices, and platform policies made applicable on ZOOD Mall or designated centers.  

1.2. The Merchant agrees that the Services provided by ZOOD are limited to the provision of the ZOOD Mall and the facilitation of referring the Customers to the Merchant. ZOOD shall not be liable or responsible in case the Merchant is unable to enter into a Transaction or conclude a Transaction with the Customer. The Merchant shall be liable and responsible for the conclusion of the Transaction at all times.  

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2. Obligations of the Merchant 

2.1. The Merchant shall be liable and responsible for the fitness and merchantability of the Goods including but not limited to ensuring that they are safe and free from all material defects and that it is not selling any Good that is in the Restricted Products list. 

2.2. The Merchant shall be liable and responsible for providing accurate Product Information on and through its Merchant’s Account that is accessible by Users. The Merchant shall not misrepresent any Product Information or cause the Customer to believe anything that is not accurate in relation to the Product Information. 

2.3.The Merchant shall be liable and responsible as the seller under the Sale of Goods Act (the “SGA”) and shall, at all times, ensure compliance with the provisions of the SGA. The provision of the platform by ZOOD or the provision of Ancillary Services shall not shift the liability, obligations etc. from the Merchant to ZOOD. 

2.4. The Merchant agrees that ZOOD is only providing a platform as a part of the Services for the Transaction and the responsibility to ensure compliance with all Consumer Laws is that of the Merchant and the burden to ensure compliance with the Consumer Laws shall not, at any point, shift to ZOOD. In case the Merchant obtains Ancillary Services as part of these Terms and Conditions, the liability under the Consumer Laws shall continue to be that of the Merchant and ZOOD shall only be responsible for the provision of the Ancillary Services to the Merchant and not to any third-party including Customers.

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3. Performance of the Merchant 

3.1. ZOOD shall review the performance of the Merchant from time to time to ensure compliance with the Code of Conduct and terms of these Terms and Conditions and other Policies.  

3.2. ZOOD may, in its sole discretion, rank the Merchant based on the performance of the Merchant and the ranking may be made available to the User.  

3.3. ZOOD may, at any time, delist, downgrade or upgrade the Merchant depending on commercial and operational performance, without any prior notice to the Merchant. 

 

4. Product Packaging and Delivery  

4.1. The packing of the Goods shall be the responsibility of the Merchant and the Merchant shall ensure that the Goods comply with all packaging requirements under the applicable law and best practices. 

4.2. Other than where the Merchant selects the option of Fulfilment by ZOOD, the packaging of the Goods for delivery shall be the liability of the Merchant.  

4.3. Other than in case of the procurement of Ancillary Services where delivery is the responsibility of ZOOD, the Merchant shall ensure that it provides to ZOOD, information regarding fulfillment and order status and tracking (to the extent available), expected shipping date, etc. in each case as requested by ZOOD using the processes designated by ZOOD, and ZOOD may make any of this information publicly available. 

4.4. The Merchant shall ensure that on all packaged Goods it is designated as the seller of the Goods, the package includes an order-specific packing slip, and, if applicable, any tax invoices, within each shipment, the address for the return of Goods etc.  

4.5. The Merchant shall be responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake, omission oract in connection with the fulfillment of the Transaction/delivery of Goods except to the extent proved to be caused by ZOOD’s failure to make available to the Merchant, Order Information as it was received by ZOOD or resulting from address verification.  

 

5. Customer Care 

5.1. The Merchant shall be bound by the Policies of ZOOD relating to customer care and protection and shall be obligated to establish procedures and mechanisms for the redressal of grievances of Customers including but not limited to processing returns, rectifications, alterations, replacements and refunds to the Goods. 

5.2. ZOOD may forward questions or complaints received by ZOOD regarding any sold Good(s) to the Merchant. The Merchant shall be obligated to respond to such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.  

5.3. Notwithstanding anything contained in these Terms and Conditions or any Policies, if a Merchant fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Merchant or any of its Goods may be de-listed from the ZOOD Mall without further notice. 

5.4. The Merchant shall not reach out directly to any Customer or User or take any action that may adversely impact ZOOD’s reputation or Users’ trust.  

5.5. The Merchant shall be obligated to disclose all information relating to the shipping and handling of the Goods and shall communicate the same to the Customer prior to the conclusion of the Transaction.

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6. Payment for Goods 

6.1. The Merchant may, at its discretion, permit Customers to purchase Goods using two separate modes: 

6.1.1. Pre-Paid Goods: The Customers may pay for the Goods at the time of the Transaction and at the time of check-out 

6.1.2. Cash on Delivery: The Customers may pay for the Goods at the time of Delivery.  

6.2. ZOOD may offer a Pay After Delivery model, the details of which shall be made available separately in writing prior to the launch of the model.  

6.3. In case of Pre-Paid Goods, the payment for the Goods shall be made directly to ZOOD who shall, after a period of days specified by ZOOD in its Policies or otherwise communicated to the Merchant, settle the payment for Transaction(s) undertaken during that period. The payment shall be credited to the Bank Account of the Merchant and shall be made after the deduction of Commission due to the Merchant.  

6.4. In the case of Pre-Paid Goods, the Merchant shall not be entitled to collect the amount for any Good directly from the Customer and ZOOD shall act as the agent of the Merchant for the collection of payments. 

6.5. In case of Cash on Delivery, depending on the type of Logistics Mode agreed between the Parties, the following shall be the collection mechanism and the payment of Commission due to ZOOD: 

6.5.1. Delivery by the Merchant through its Last Mile Logistics Service Provider engaged directly by the Merchant other than through ZOOD: The Merchant shall be responsible for the collection of the amounts due for the purchase of the Goods. The Commission for the Transaction shall be transferred to the accounts of ZOOD by the Merchant within a period of 5 days.  

6.5.2. Delivery by ZOOD through its Last Mile Logistics Service Provider: Where the Merchant has opted for any Ancillary Service and the last mile delivery is the obligation of ZOOD, the amounts collected for the Goods shall be transferred to the Bank Accounts of the Merchant in accordance with Clause 6.4 after the deduction of Commission or any other service charges.  

 

7. Payment Terms 

7.1. For the provision of Services to the Merchant, the Merchant shall pay Commission to ZOOD for each Transaction with a Customer. The standard Commission shall be charged as per the Schedule of Charges available on the Merchant Agreement, unless communicated otherwise to the Merchant in writing, and shall be amended from time to time. The latest version may be accessed at the following link: [www.ZOOD.biz] 

7.2. ZOOD may change the Commission chargeable on each Transaction after notifying the Merchant thirty (30) days prior to the change becoming effective. 

7.3. The Commission shall be deducted and/or adjusted from the amounts due to the Merchant for the Transaction(s) or otherwise before the amounts due to the Merchant are credited to the Bank Account. 

7.4. Where the Commission is to be paid directly by the Merchant to ZOOD, the Merchant is bound to follow the timelines prescribed in these Terms and Conditions. In case of a delay, ZOOD shall be entitled to impose a penalty in accordance with the terms of the Policy and the same shall be updated from time to time. 

7.5. In addition to the Commission, the Merchant shall pay a fixed sum for subscription to the Merchant Account that shall be notified by ZOOD from time to time. The amount shall only cover access to the Merchant Account, permission for Listing of Goods etc. and shall not cover Value Added Services detailed in Clause 8 of these Terms and Conditions. 

7.6. The settlement of the dues of the Merchant shall be undertaken in accordance with the Policies and decisions of ZOOD. 

7.7. ZOOD will ensure payment statements are available on the Merchant Account with all relevant payment information, status of payment, tentative time for payment etc. 

7.8. The Merchant agrees that ZOOD shall not be liable for any failure or omission to make payments arising due to incomplete or inaccurate information provided by the Merchant with regards to its Bank Account 

7.9. Subject to the Returns and Refunds Policy, in case a payment has been issued by ZOOD to the Merchant for a delivered item that is later returned to ZOOD by the Customer, ZOOD will deduct and adjust the equivalent amount in the next cycle and return the Good to the Merchant (where possible). 

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8. Value Added Services 

8.1. In addition to the Services, ZOOD may, in its discretion, provide Support Services to the Merchant. These services shall include but shall not be limited to the following and their terms shall be governed by the Policies of ZOOD amended and introduced from time to time. 

8.1.1. Product Tagging 

8.1.2. Discounts and Promotions 

8.1.3. ZOOD Offers and Deals 

8.1.4. ZOOD Incentives 

8.1.5. Feedback Tools 

8.1.6. Sponsored Goods 

8.1.7. Customer Engagement Tools 

8.2. ZOOD shall not be liable or responsible for the introduction, amendment, withdrawal, cancellation etc. of any of the Value-Added Services. 

8.3. ZOOD makes no warranties or representations on or in relation to the Value-Added Services and does not guarantee any impact, success, fitness etc. of or from the use of the Value-Added Services. 

8.4. The Merchant agrees and understands that the option to avail any of the Support Services is subject to ZOOD’s approval and ZOOD may choose to refuse to offer the Support Services to the Merchant even if the same are being offered to other merchant(s). 

8.5. ZOOD may charge Commission for the Support Services in accordance with the schedule of Commission/Charges notified by ZOOD from time to time. 

 

9. Incentives and Referrals 

9.1. ZOOD may, in its discretion, offer Referral incentives to the Merchant for successfully referring and onboarding other Merchants. The model for the Referral and such schemes shall be offered by ZOOD from time to time and the Merchant Referral Bonus shall be determined by ZOOD at its discretion.  

9.2. ZOOD may, at its discretion, offer incentives to the Merchant for the achievement of milestones, for increase in sales etc. from time to time.  

9.3. The details of incentives and Referrals shall be communicated to the Merchant from time to time, in ZOOD’s discretion. 

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10. Returns and Refunds 

10.1. The Merchant shall process Returns and Refunds in accordance with the Policies developed by ZOOD from time to time. 

10.2. In case of a request for a Refund that is approved by ZOOD and/or the Merchant, ZOOD shall process the Refund and reimburse the payment to the Customer and the same shall be adjusted from the dues of the Merchant in accordance with Clauses 6, 7 and 10.3. 

10.3. Notwithstanding anything contained in the Policies, ZOOD may, in its sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of Customers and the Merchant shall accept the same unequivocally. 

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11. Disclaimers 

11.1. ZOOD shall, in its sole discretion, determine the look and feel, placement of Goods, design, display, structure, outlook, functionality, interface etc. of the ZOOD Mall. 

11.2. ZOOD shall be permitted to change and alter the description of the Goods, the pictures of the Goods etc. and make other such changes and amendments to the material and information as it deems necessary. 

11.3. ZOOD shall, in its sole discretion, place the Merchant, its Goods, and Sponsored Goods in any order, ranking, ratings etc. on the ZOOD Mall and shall not be liable for any changes, amendments etc. to such placement. 

11.4. ZOOD shall rank the Merchant, its Goods etc. according to the review, feedback, sales etc. of the Goods and the Merchant etc. ZOOD may make the rankings, reviews, and feedback available to the Users on the ZOOD Mall at its sole discretion.  

11.5. The Services, ZOOD Mall and any other application, website etc., including all content, software, functions, materials, and information made available on or provided in connection with the Services, are provided to the Merchant on an "as-is" basis as a user of the Services. The Merchant agrees to have procured the Services or any information relating to the Merchant’s Account at the Merchant’s own risk.  

11.6. ZOOD is not involved in Transactions between Customers and Merchants or other participant dealings, if a dispute arises between one or more Users, each User releases ZOOD (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. 

11.7. To the fullest extent permissible by law, ZOOD and its Affiliates disclaim: (a) any representations or warranties regarding these Terms and Conditions, the Services or the Transactions contemplated by these Terms and Conditions, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (b) implied warranties arising out of the course of dealing, course of performance, or usage of trade; and, barring any willful negligence on part of ZOOD. 

11.8. For all those instances and circumstances which are beyond the reasonable control of ZOOD, ZOOD does not warrant that the functions provided or made available on the ZOOD Mall and the Services will meet the Merchant’s requirements or be available, timely, secure, uninterrupted, or error-free, and ZOOD 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 transactions. 

11.9. As a security measure, ZOOD may, but is not required to, impose transaction limits on some or all Customers and Merchants relating to the value of any Transaction or disbursement, the cumulative value of all Transactions or disbursements during a period of time, or the number of transactions per day or other period of time.  

11.10. ZOOD will not be liable (whether in contract, warranty, tort (including negligence, product liability, or other theory), or otherwise) to the Merchant or any other person for cost of cover, recovery, or recoupment of any investment made by the Merchant or the Merchant’s affiliates in connection with these Terms and Conditions, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to these Terms and Conditions, even if ZOOD has been advised of the possibility of those costs or damages.  

11.11. The Merchant shall have no claim against ZOOD for any liability whatsoever unless expressly provided in these Terms and Conditions. In this regard, ZOOD’s liability shall be excluded to the fullest extent permitted under law and to the extent it cannot be excluded under law; the maximum overall liability of ZOOD shall not exceed the value of the contract for any and all claims and losses. 

11.12. In no event shall ZOOD be liable to the Merchant for any loss of profits, loss of business, interruption of business, or for indirect, special, incidental or consequential damages of any kind, even if the Merchant received advance notice of the possibility of such damages. 

11.13. Any password ZOOD provides to the Merchant may be used only during the Term to use the Merchant account and to use the Services, electronically accept Transactions, and review completed Transactions. The Merchant is solely responsible for maintaining the security of the password and other details and ZOOD shall not be liable or responsible for the loss or theft of such credentials, and any actions taken as a consequence of such loss or theft of credentials. 

11.14. The risks for any fraud or negligence, other than those relating to the use of a fraudulent credit card, shall be the Merchant’s risks and ZOOD shall not be liable for the losses resulting from fraud or negligence by any User or third party.  

11.15. The Parties agree and acknowledge that ZOOD shall provide but does not guarantee smooth and uninterrupted access to ZOOD Platform. In an event of any down time, ZOOD shall endeavor to have the ZOOD Platform back online at the earliest. ZOOD shall not be held liable or responsible for any loss of business or revenues sustained, actual, perceived or otherwise by the Merchant as a result of such downtime, interruptions or delays.

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12. Liabilities and Indemnities 

12.1. The Merchant shall be fully liable for the performance of its respective obligations arising out of or in connection with these Terms and Conditions. 

12.2. The Merchant shall defend, indemnify and hold safe and harmless ZOOD and its respective owners, employees, representatives and Affiliates  from and against any and all claims, demands, complaints or actions, including those by third parties (including Customers and Users) arising from or relating to these Terms and Conditions (including personal injury, death, property damage or damage to the environment) to the extent arising out of or in connection with the Transaction, any breach of these Terms and Conditions or violation of law by the Merchant or any contractor thereof, and including claims of or actual joint or concurrent negligence, but not including any sole or gross negligence, or willful misconduct of ZOOD.  The claims, demands, complaints and actions covered hereunder include but are not limited to all settlements, losses, liabilities, judgments, court costs, reasonable attorneys’ fees, fines, penalties and other litigation costs and expenses arising from or related to such claims, demands, complaints or actions.   

12.3. The Merchant shall indemnify and hold ZOOD harmless in case of any of the following events: 

12.3.1. any defect in Goods sold to any Customer; 

12.3.2. any defect in the packaging or shipping of a Good by the Merchant only to the extent where the packaging and shipping are undertaken by the Merchant itself.  

12.3.3. any claim made by any Customer relating to the Transaction in so far, the claim is due to an action inaction, omission or negligence directly attributable to the Merchant; 

12.3.4. any violation of any law committed by the Merchant, including any failure by the Merchant to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Good. Likewise, in case of any violation of any law committed by ZOOD, including, but not limited to, acquiring and maintaining of any license(s) prescribed by any relevant authority; and failure to pay any tax required for, or in connection with, the provisioning of the Services and, where applicable, Ancillary Services, ZOOD shall indemnify and hold Merchant harmless. 

 

13. Termination and Term 

13.1. The term of these Terms and Conditions will start on the date of the Merchant’s completed registration for use of Services and creation of the Merchant’s Account and continue until terminated by ZOOD or by the Merchant.   

13.2. ZOOD may, temporarily or permanently, suspend or terminate the Merchant Account or these Terms and Conditions immediately if it is determined that (a) the Merchant has materially breached the Terms and Conditions and failed to cure within 7 days of a cure notice unless the Merchant’s breach however, ZOOD may waive or reduce the aforementioned cure period at our reasonable discretion; (b) The Merchant Account has been, or may be used for deceptive or fraudulent, or illegal activity; (c) the use of the Services has harmed, might harm, other merchants, Customers, or ZOOD’s legitimate interests; or (d) it is in ZOOD’s interests to suspend the Merchant Account. 

13.3 On termination of these Terms and Conditions, all related rights and obligations under these Terms and Conditions immediately terminate, except that the Merchant will remain responsible for performing all of the obligations in connection with Transactions entered into before termination and for any liabilities that accrued before or as a result of termination. Likewise, the termination shall not absolve ZOOD from its liability of making any undisputed payments that are due and payable to the Merchant as of the date of termination. 

 

14. Representations ​

14.1. Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered and that the Merchant is registering for the Service(s) within Pakistan; (b) it has all requisite right, power, and authority to enter into these Terms and Conditions, perform its obligations, and grant the rights, licenses, and authorizations in these Terms and Conditions; (c) any information provided or made available by one party to the other party or its affiliates is at all times accurate and complete; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under these Terms and Conditions. 

14.2. Merchant represents and warrants that all Goods sold on or through the ZOOD Mall, whether manufactured, imported or otherwise produced or provided by the Merchant, shall (a) strictly conform to the Product Information, samples, and other descriptions referred to or provided on the Platform, (b) be of merchantable quality and fit for the purpose(s) intended, (c) where required, have all relevant regulatory permits and licenses, and conform to all applicable law, (d) along with their packaging, will comply with all applicable marking and labeling requirements, in so far the same is done/provided by the Merchant itself (e)  not be nor will be produced or manufactured, in whole or in part, in violation of any law, 

14.3. Merchant represents and warrants that; (a) it or its subcontractors, agents and suppliers involved in producing the Goods will strictly adhere to all applicable laws of Pakistan and other countries where the Goods 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, (b) all customs duties, excises tax and any other tax on the import, manufacture or production of the Goods have been duly paid, (c) it is legally entitled and permitted to sell the Goods that it is listing and the Goods are not counterfeit or stolen; (d) 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 violates 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) and (e) it is not involved in money laundering or financing of terrorist or criminal activities or any other illegal activities. . 

14.4. The Merchant warrants and represents that its import, manufacture, production, sale, distribution and use of the Goods do not infringe directly or indirectly any Intellectual Property. The Merchant warrants, represents and covenants that featuring of the Goods on the ZOOD Mall does not, directly or indirectly, infringe any Intellectual Property Rights of any third party and shall not use ZOOD’s Intellectual Property Rights without its consent.

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15. Remedies 

15.1. In case of a breach of the terms of these Terms and Conditions, ZOOD reserves the right to delist/blacklist the Merchant. 

15.2. Without prejudice to the right to delist/blacklist the Merchant, both the Parties reserve the right to take any legal action against the other in case of a breach of the terms of these Terms and Conditions. 

15.3. If ZOOD determines that the Merchant’s actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to ZOOD or third parties, then it may in its sole discretion, withhold any payments to the Merchant for as long as ZOOD determines any related risks to ZOOD or third parties persist. 

15.4. If ZOOD determines that the Merchant’s Account—or any other account that the Merchant may have operated—has been used to engage in deceptive, fraudulent, or illegal activity (including the sale of counterfeit goods), or to repeatedly violate the Policies, then ZOOD may in its sole discretion, terminate these Terms and Conditions forthwith. Except as provided otherwise, all amounts contemplated in these Terms and Conditions will be expressed and displayed in Pakistani Rupees, and all payments contemplated by these Terms and Conditions will be made in Pakistani Rupees.  

15.5. The Merchant authorizes ZOOD to withhold, adjust, deduct etc. any amount due to the Merchant in case of a breach of the terms of these Terms and Conditions, by the Merchant that leads to a quantifiable loss suffered by ZOOD. 

15.6. The Merchant warrants and represents that it is either the legal owner of the Goods or is duly authorized by the owner to showcase, market, sell the Goods on ZOOD Platform and is legally capable of entering into this Agreement. Provided, that it has all necessary rights and permissions to distribute, display, promote and sell the Goods on the ZOOD Platform.  

15.7. During the Term of this Agreement and thereafter, the Merchant shall not in any way publicly disparage, call into disrepute, or otherwise defame or slander ZOOD or its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, contractors or any of its offered services in any way that would directly or indirectly damage the business or reputation of ZOOD. 

15.8. The Merchant warrants to not circumvent or compete with the Merchant in connection with any business opportunity as a result of the business contacts/Customers/Users or Confidential Information he is privy of due to this Agreement. The Merchant shall not attempt directly or indirectly circumvent any remuneration, consideration and commission for fees otherwise due to ZOOD or undertake any activity to bypass ZOOD Platform. 

 

16. Taxes

16.1. The Merchant 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 Goods on the ZOOD Mall and their purchase by Customers. It is clarified that the Merchant shall be solely responsible for the payment of any sales tax on the supply of these Goods to the Customer through the ZOODMall and ZOOD shall have no liability in this regard. 

16.2. All fees and payments payable by the Merchant to ZOOD under these Terms and Conditions are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and the Merchant will be responsible for paying ZOOD any of the taxes imposed on such fees and any deduction or withholding required on any payment. 

 

17. Relationship between ZOOD and the Merchant

17.1. ZOOD and the Merchant shall be deemed to be independent parties, and nothing in these Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.  

17.2. The Merchant will have no authority to make or accept any offers or representations on behalf of ZOOD.  

17.3. These Terms and Conditions will not create an exclusive relationship between ZOOD and the Merchant. Nothing expressed or mentioned in or implied from these Terms and Conditions is intended or will be construed to give to any person other than the parties to these Terms and Conditions any legal or equitable right, remedy, or claim under or in respect to these Terms and Conditions. 

17.4. If the Merchant makes any commitments, comments, suggestions, ideas, improvements, or provides feedback or materials to any third-party including Users, the Merchant shall be solely responsible for the same and the same shall not be binding upon ZOOD at any point. 

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18. Confidentiality

18.1. During the course of the Merchant’s use of the Services, it is understood that the Parties shall receive Confidential Information. For the purposes of this clause, the Party disclosing Confidential Information shall be the “Disclosing Party” and the Party receiving Confidential Information shall be the “Receiving Party”. Accordingly, the Parties hereby agree and acknowledge that for the Term and 3 years after termination (other than in case of Customer Data): (a) all Confidential Information will remain the exclusive property of the Disclosing Party; (b) the Receiving Party will use Confidential Information only as is reasonably necessary for the performing of its obligations under these Terms and Conditions; (c) the Receiving Party will not otherwise disclose Confidential Information to any other person except as required to comply with the applicable law; (d) the Receiving Party will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in these Terms and Conditions; and (e) the Receiving Party will retain Confidential Information only for so long as its use is necessary for fulfillment of its obligations under these Terms and Conditions or to fulfill the Receiving Party’s statutory obligations (e.g. tax) and in all cases will delete such Confidential Information upon termination or as soon as no longer required for the fulfillment of statutory obligations.  

18.2. The Parties may not issue any press release or make any public statement related to their agreement and these Terms and Conditions, or use ZOOD’s or the Merchant’s name, trademarks, or logo, in any way (including in promotional material) without ZOOD’s or the Merchant’s advance written permission from the other Party or misrepresent or embellish the relationship between ZOOD and the Merchant in any way.  

18.3. The Merchant shall not use the Customer’s Data in any way inconsistent with applicable law or any other way that may adversely affect the Customer. Without limitation to time and otherwise, the Merchant shall keep the Customer Data safe and protected and shall not share it with any third party or reach out to the Customer directly other than in relation to a particular Transaction. 

 

19. Assignment 

19.1. Merchant may not assign these Terms and Conditions, by operation of law or otherwise, without ZOOD’s prior written consent. Any attempt to assign or otherwise transfer in violation of this clause shall be void. 

19.2. Notwithstanding Clause 19.1, upon notice to ZOOD, the Merchant may assign or transfer these Terms and Conditions, in whole or in part, to any of its affiliates as long as the Merchant remains liable for its obligations that arose prior to the effective date of the assignment or transfer under these Terms and Conditions.  

19.3. ZOOD may assign or transfer its rights and obligations under these Terms and Conditions: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of their assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for ZOOD as the party to these Terms and Conditions. Subject to that restriction, these Terms and Conditions will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns.  

 

20. Force Majeure 

20.1. The Parties shall not be liable to each other or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing or any failure to perform any of its obligations if the delay or failure was due to any cause beyond the reasonable control of the Parties such as, among other events and acts, acts of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, blockages, traffic, strikes lock-outs or other industrial actions or trade disputes, disruption in technology, internet connectivity etc. 

20.2. The Parties may, upon first notifying the other Party in writing of the occurrence of a Force Majeure event, fully or partially suspend delivery/performance while such circumstances continue and the Party claiming the benefit of non-performance due to a Force Majeure event shall not be liable for any loss or damage suffered by the other Party as a result of such suspension or non-performance. 

 

21. Modifications and Amendments

21.1. ZOOD may, at any time, modify, change or amend the Policies, and the terms of these Terms and Conditions after notifying the Merchant in writing 15 days before the change is effective.  

 

22. Entire Agreement 

22.1. The Merchant agrees that all Policies of ZOOD shall be read as an integral part of these Terms and Conditions and all changes to such Policies shall be deemed to be a part of these Terms and Conditions. The latest version of the Policies shall be accessible through the following link: [www.ZOOD.biz] 

22.2. During the course of the Merchant’s use of the Services, the Merchant shall be bound by the Code of Conduct of ZOOD as amended from time to time and any breach of the Code of Conduct shall be deemed to be a material breach of these Terms and Conditions. 

22.3. The Merchant shall be bound by the terms of the Customers’ Protection Policy adopted from time to time which shall be read as an integral part of these Terms and Conditions and any breach of the Customers’ Protection Policy shall be deemed to be a material breach of these Terms and Conditions 

 

23. Governing Law and Dispute Resolution

23.1. These Terms and Conditions shall be governed by the laws of Pakistan 

23.2. In the event of any dispute arising out of or in connection with these Terms and Conditions, the Parties shall first refer the dispute for Mediation under MICADR’s ADR Rules. If the dispute has not been settled pursuant to the said Rules within (45) days following the filing of a request for Mediation, such dispute shall thereafter be finally referred for Arbitration under the Arbitration Act, 1940 of Pakistan (as amended) before two (2) arbitrators, one to be nominated by each of the Parties and who jointly shall nominate independent arbitrator as the umpire. The award of the arbitrators and the umpire, as the case may be, shall be final, conclusive and binding upon both the Parties  

 

24. Electronic Signature 

This document is signed using an electronic signature and is legally binding on the parties in terms of the Electronic Transactions Ordinance 2002 and rules there under as applicable. 

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B) Ancillary Services 

Unless specified otherwise, all Clauses of Part A shall apply to this Part mutatis mutandis. The Ancillary Services noted below will only be made available on ZOOD’s sole discretion and subject to the payment of Commission provided in the schedule of Commission shared by ZOOD from time to time. 

 

For all Ancillary Services, insurance shall be provided by ZOOD subject to the payment of Commission by the Merchant. In all other cases, the Merchant shall procure insurance for its Goods directly through:

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1. Inventory Financing

1.1. The Merchant may, opt for the inventory financing provided by ZOOD through third parties. 

1.2. The terms of the inventory financing shall be governed independently through a separate financing agreement which shall be executed between the Merchant and the third party before the agreement becomes effective. 

 

2. Inventory management

2.1. The Merchant may, subject to payment of Commission, outsource its inventory management to ZOOD. 

2.2. ZOOD shall manage the inventory of the Merchant where the same is stocked and stored in ZOOD’s Fulfilment Centers. The Merchant accepts that there may be a pilferage of 0.1% at the warehouse during stocking, management etc. 

2.3. The inventory management services may be taken separately or may be taken as part of the Fulfilment Services. They shall include but not be limited to the following: 

2.3.1. Tracking Goods

2.3.2. Storing Goods

2.3.3. Listing of Goods

2.4. ZOOD may, at any time, conduct quality checks of the inventory being managed by ZOOD.

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3. Fulfillment Services 

3.1. The Merchant may, in its discretion outsource the Fulfilment of its Goods to ZOOD.  

3.2. The Fulfilment Services shall be provided to the Merchant for all the Goods that (a) have been registered with ZOOD, (b) the Merchant has provided accurate and complete information relating to them, (c) have been shipped to ZOOD’s Fulfilment Centers in accordance with the Policies of ZOOD after payment of shipping costs, duties, taxes etc., (d) do not fall within the Restricted Products List and (e) have been packaged appropriately for shipping. Once the Goods have been delivered to ZOOD, ZOOD shall confirm their delivery. The confirmed receipt of delivery does not: (a) indicate or imply that any Good has been delivered free from loss or damage, or that any loss or damage to any Good later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that ZOOD actually received the number of units of the Goods specified by the Merchant for such shipment; or (c) waive, limit, or reduce any of ZOOD’s rights under these Terms and Conditions. ZOOD reserves the right to change scheduling restrictions and volume limitations on the delivery and storage of the inventory in Fulfillment Centers and the Merchant will comply with any of these restrictions or limitations. 

3.3. The Merchant understands that Fulfilment Services can only be obtained for the Goods that are shipped directly from the Fulfilment Centers and all returns etc. are shipped to the Fulfilment Centers and that are being managed by ZOOD. 

​3.4. ZOOD shall provide storage services as part of the Fulfilment Services once ZOOD confirms receipt of delivery of the Goods in accordance with Clause 3.2 of this Part. ZOOD will keep electronic records that track the inventory of Goods by identifying the number of units stored in any Fulfillment Center. ZOOD will not be required to physically mark or segregate units from other inventory units owned by ZOOD, Affiliates or third parties in the applicable Fulfillment Center(s). If ZOOD elects to commingle units with such other inventory units, each party agrees that ZOOD’s records will be sufficient to identify which products are units. ZOOD may move units among Fulfilment Centers. 

3.5. If there is a loss of or damage to any units while they are being stored, proven by the Merchant, ZOOD will compensate the Merchant in accordance with the Policies and subject to the provision of sufficient records to ZOOD. At all other times, the Merchant will be solely responsible for any loss of, or damage to, any units.  

3.6. For all orders fulfilled by ZOOD, ZOOD will receive and process their returns. Once the returned Goods are received at the Fulfilment Centers, ZOOD shall within a period of [3] days, place them back in the inventory after labelling them. During the period when the Goods are returned and not placed back in the inventory, ZOOD shall confirm if the Goods have been returned in proper condition and are fit for further sales and during such time, the Merchant may not be able to sell the Goods further. Any Good determined to be unsuitable or unfit by ZOOD shall be disposed of or stored in the storage by ZOOD for and on behalf of the Merchant as determined by it from time to time. ​

3.7. The Commission charged for the Fulfilment Services shall include the following: 

3.7.1. Handling and Storage 

3.7.2. Shipping 

3.7.3. Wrapping and Packaging 

3.7.4. Proceeds 

3.7.5. Logging of information  

3.7.6. Returns 

3.8. ZOOD may, on the request of the Merchant, provide specialized temperature control warehousing or locked warehouse

warehouse spaces in the Fulfilment Center subject to a payment of additional Commission.

3.9. The Commission charged for the Services under this Clause shall be non-refundable, non-adjustable etc. even in cases of Returns or Refunds. 

3.10. ZOOD may, at any time, conduct quality checks of the Goods stored in ZOOD’s Fulfilment Centers. 

3.11. For all Cash on Delivery Orders, ZOOD shall collect the payment in accordance with Clause 6.5.2 of Part A of these Terms and Conditions. 

3.12. For all Orders Fulfilled by ZOOD, the delivery shall be completed and undertaken either directly or indirectly by ZOOD through a Last Mile Logistics Service Provider. 

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4. Delivery Services 

4.1. In addition to the Fulfilment Services, ZOOD may offer last mile delivery services to the Merchant. The delivery shall be completed and undertaken either directly or indirectly by ZOOD through a Last Mile Logistics Service Provider. 

4.2. The payment for the delivery shall be made in accordance with Clause 6 of Part A of these Terms and Conditions and the charges for the service shall be notified by ZOOD from time to time.

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C) Purchase Agreement

Unless specified otherwise, all Clauses of Part A and Part B of these Terms and Conditions shall apply to this Part mutatis mutandis. 

 

The provisions of this Part shall only apply where the Customer and enters into a Musawamah Agreement with ZOOD or its Affiliate. The provisions of this Part shall apply independently for each sale through a Musawamah Agreement and every sale shall be considered to be a separate transaction under this Part. 

 

In case of any contradiction between Part A or Part B of these Terms and Conditions with this Part, the provisions of this Part shall prevail to the extent of a sale on BNPL basis.

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1. Scope  

1.1. The Merchant understands that ZOOD may offer certain Goods offered by the Merchant to the Customer on a BNPL Basis and the Merchant agrees to the sale of such Goods through ZOOD Mall.  

1.2. For the purposes of this Part, ZOOD shall be deemed to be the Customer of the Merchant and the Merchant shall have the same rights and obligations towards ZOOD or its Affiliate that it may have towards and another Customer. 

1.3. The provisions of this Part will be triggered only where the Customer accepts the obligations under the Musawamah Agreement and ZOOD or its Affiliate communicate to the Merchant that the transaction for the sale of Goods has been undertaken on a BNPL Basis.  

1.4. ZOOD will purchase Goods from the Merchant as per the agreed terms, in the case where the Customer purchases Goods on BNPL or Musawamah basis from the platform, as per the agreement. In this purchase agreement and sale to Customer, ZOOD will earn a Profit/ Margin through this purchase and sale agreement.  

1.5. Under this Agreement ,the Merchant accepts that ZOOD will purchase with Khiyar-e-Shart, under which ZOOD shall have the right to return the Goods purchased to the Merchant without any reason within 20 days of purchase.  

 

2. Purchase of Goods 

2.1. The Merchant understands that for all Goods sold on a BNPL basis through a Musawamah Agreement signed or to be signed with the Customer and ZOOD or its Affiliate, ZOOD or its Affiliate will be the purchaser of the Good.   

2.2. The Merchant accepts and agrees that upon communication of such sale on a BNPL basis and payment to the Merchant, the Merchant shall immediately transfer the title to the specific Good to ZOOD or its Affiliate. 

2.3. Subject to Clause 2.2 of this Part, the delivery of the Goods shall be made in the mode and manner specified by ZOOD from time to time and under Part A of these Terms and Conditions. The delivery under this Clause shall not affect ZOOD or its Affiliate’s title to the Goods transferred to ZOOD under Clause 2.2 of this Part. 

2.4. ZOOD may, in its sole discretion, assign or transfer the title of the Goods to any third party at any time. 

2.5. The Merchant shall mark a lien on the Goods to be sold to the Customers to ZOOD and shall earmark the Good immediately once the Good has been purchased by ZOOD which shall be deemed to be constructive possession of ZOOD.  

 

3. Affiliate 

3.1. To the extent of this Part, ZOOD represents itself as the agent of its Affiliate, Tez Financial Services Limited for entering into and executing this Agreement and undertaking the obligations under this Part of these Terms and Conditions on behalf of Tez Financial Services Limited as the lender in the Musawamah Agreement.

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4. Payment Terms

4.1. The Merchant shall be paid the Commission on all BNPL Transactions in accordance with the Schedule of Charges agreed between the Parties. 

4.2. The Commission shall not be payable for any Goods sold that do not comply with Clause 2 of Part A of these Terms and Conditions.   

 

5. Option to Cancel  

5.1. Notwithstanding anything contained in these Terms and Conditions, ZOOD may cancel the purchase under Clause 2 of this Part of the Terms and Conditions for any reason within a period of 20 days from the date of the payment to the Merchant. 

5.2. ZOOD shall transfer the physical product to the Merchant within a period of seven (07) days after cancellation in accordance with Clause 5 of this Part of the Terms and Conditions.

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Definitions

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“Affiliate” means, any subsidiary undertaking or parent undertaking of ZOOD, any entity owned by the parent undertaking of ZOOD or the entity owned and controlled by OrientSwiss SA. 

 

“Ancillary Services” means services in addition to the Services and includes logistics services, Fulfilment services, last mile delivery services etc. provided by ZOOD subject to payment of additional Commission but shall not include the Support Services. 

 

“Bank Account” means the bank account specified by the Merchant for the payments due to the Merchant under these Terms and Conditions. 

 

“Buy-Now-Pay-Later basis” or “BNPL basis” means the purchase of Goods on instalments as may be specified by ZOOD or its Affiliate from time to time. 

 

“Cash on Delivery Goods” means the Good that are paid for upon Delivery in cash 

 

“Code of Conduct” means the code of conduct applicable to all Merchants on the ZOOD Mall. 

 

“Commission” means the commission chargeable by ZOOD for the services, Services, Ancillary Services, Value Added Services etc. from the Merchant. The rate of Commission shall be as per the Schedule of Charges available on the Merchant Agreement, unless communicated otherwise to the Merchant in writing and shall be amended from time to time and the latest version may be accessed at the following link: [www.ZOOD.biz]  

 

“Confidential Information” means information relating to ZOOD, to the Services, Users, and Customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services; data derived from the Services except for data (other than customer personal data) arising from the sale of the Goods comprising of Goods sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of these Terms and Conditions, Customer’s personal data constitutes Confidential Information at all times. 

 

“Consumer Laws” means and includes all laws governing the rights of Customers in Pakistan and outside Pakistan (where applicable) 

 

“Counterfeit goods” means any Good that has been produced, manufactured, developed, created, sold etc. without a license from the owner of the intellectual property rights in the brand name, trademark, good etc., those that do not meet the specification, technical standards and shall include Goods that are or contain items misrepresented as having been designed, produced, and/or sold by an authorized manufacturer and seller, including without limitation unauthorized copies, replicas, or substitutes. 

 

“Customer(s)” means the Users that enter into the Transaction and where specifically provided, may also include ZOOD.  

 

“Customer Data” means any information of the Customer shared by ZOOD or the Customer to the Merchant that can be used to identify the Customer, whether directly or indirectly, and may include, but is not limited to name, email address, postal address, mobile phone number, location information, login information, payment details, organization identification, server information, IP address, biometric, economic, cultural and social information.  

 

“Customer Engagement Tools” means the tools and mechanisms made available to the Merchant for effective engagement with the Users and Customers. 

 

“Customers’ Protection Policy” means the policy adopted by ZOOD for the protection of Customers on the ZOOD Mall. 

 

"Delivery” means the final delivery of the Goods to the Customer at the address provided by the Customer at the time of the Transaction. 

 

“Discounts and Promotions” means the discounts and promotions offered by ZOOD and the Merchant to Users on the terms and conditions prescribed by ZOOD through its Policy 

 

“Feedback Tools” means the tools and mechanism offered by ZOOD to the Merchant to receive and provide feedback to Customers, Users and ZOOD  

 

"Fulfilment” means the fulfilment services provided by ZOOD under these Terms and Conditions as specified in Part B Clause 3 and includes, packaging, delivery and last mile delivery services provided in relation to the Transaction.  

 

“Fulfilment Centers” means the fulfilment centers operated by ZOOD either directly or through a third party in Pakistan 

 

“Goods” means the goods, products etc. sold on or through the ZOOD Mall in accordance with the terms of these Terms and Conditions 

 

“Intellectual Property Rights” includes rights in any intangible property whether registered or unregistered and shall specifically include 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. 

 

“Logistics Mode” means the mode of Delivery agreed between ZOOD and the Merchant and shall include direct or indirect last mile delivery by the Merchant or direct or indirect last mile delivery by ZOOD as part of the Ancillary Services 

 

“Last Mile Logistics Service Provider” means the logistics service provider engaged by the Merchant or ZOOD for the delivery of the Goods to the Customer or its nominee.  

 

“Listing of Goods” means the display, cataloguing etc. of Goods by the Merchant on the ZOODMall through the Merchant’s Account.  

 

“Merchant(’s) Account” means the account of the Merchant set up on the ZOODMall for the Transaction and Listing of Goods and accessible through login credentials 

 

“Merchant Referral Bonus” means the bonus offered by ZOOD to the Merchant for onboarding other merchants. 

 

“Musawamah Agreement” means the agreement signed between the Customer and ZOOD or its Affiliate for the purchase of Goods on a Buy-Now-Pay-Later basis. 

 

“Order” means an order placed by the Customer for the purchase of Goods. 

 

“Order Information” means all information relating to the Goods to be delivered to the Customer including but not limited to the delivery address, quantities, special notes, etc. 

 

“Pre-Paid Goods” means the Goods that have been paid for before they are Dispatched to the Customer in any mode permitted on ZOODMall but shall not include payment received in cash 

 

“Policies” means all policies of ZOOD governing the use of the ZOOD Mall including terms of the use, the payment terms, the schedule of charges, the Transaction etc. as amended from time to time and shall include Returns Policy. 

 

“Product Information” shall means with respect to each of the Goods, at least the following (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 ZOOD 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 ZOOD from time to time; (e) digitized image that accurately depicts the Goods, complies with all image guidelines, and does not include any additional logos, text or other markings; (f) retail 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 Goods; (h) any Merchant requirements, restocking fees or other terms and conditions applicable to such Good that a Merchant should be aware of prior to purchasing the Good; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) technical specifications; (n) details about accessories related to the Goods; (o) instructions for use, assembly etc., (p) details about the number of items in case of Goods with more than one part, (q) size and weight of the Goods and (r) any other information reasonably requested by the Customer or ZOOD.  

 

“Product Tagging” means the service offered by ZOOD to tag the Goods of the Merchant for the Listing of Goods 

 

“Pay After Delivery” means the option provided to the Customer for payment of Goods after the Delivery and shall not include Buy-now-pay-later Goods which shall be treated as Pre-Paid Goods 

 
“Restricted Products” or “Restricted Products List” means the Goods that cannot be sold on or through the ZOOD Mall to any Customers, either directly or indirectly. The list of Restricted Products shall be updated by ZOOD from time to time. 

 

“Reviews” means the review of the Goods, Merchant, services of the Merchant etc. provided by the Users. 

 

“Refund” means a refund offered by ZOOD in accordance with the Policies. 

 

“Refund Policy” means the refund policy of ZOOD. 

 

“Retail price” means the price of the Goods inclusive of all taxes including sales tax 

 

“Returns” means the returns generated and processed in accordance with the Return Policy  

 

“Return Policy” means the return policy offered by ZOOD to the Customers 

 

“Schedule of Charges” means the schedule documenting the Commission agreed between the Merchant and ZOOD from time to time 

 

“Services” means the services offered by ZOOD to the Merchant for the sale of Goods and where context permits, shall include Ancillary Services and Support Services.  

 

“User(s)” means all users of the ZOOD Mall regardless of whether or not they enter into a Transaction 

 

“Sale of Goods Act” or “SGA” means the Sale of Goods Act 1930 as amended from time to time.  

 

“Support Services” means additional services provided by ZOOD to the Merchant for the efficient and effective conclusion of the Transaction, improved Listing of Goods, effective outreach etc. Support Service shall not include Ancillary Services. 

 

“Sponsored Goods” means the Goods sponsored by the Merchant to be displayed on the ZOOD Mall as sponsored Goods  

 

“Transaction” means the transaction relating to the sale and purchase of Goods between the Customers and Merchants on or through the ZOOD Mall. 

 

“ZOOD Incentives” means the incentive schemes that the ZOOD may offer to any of the merchants listed with ZOOD and the same shall be subject to the Policy of ZOOD 

 

“ZOOD Mall” means the marketplace and platform offered by ZOOD to the Merchant(s), Customer(s), User(s) and other persons for the sale and purchase of Goods and accessible at [www.ZOOD.biz] 

 

“ZOOD Offers and Deals” means the offers and deals offered by ZOOD and the Merchant to Users on the terms and conditions prescribed by ZOOD through its Policy