● The purpose of this Agreement is to formalize the partnership between the Vendor and Resho for the sale of the Vendor’s products through Resho.
● This Agreement becomes effective upon the Vendor’s acceptance via email confirmation or first product listing on the Platform.
● Resho will receive a commission of 8–18% based on categories on each sale made through the platform.
● Resho reserves the right to adjust the percentage commission with 14 days’ prior written notice before enforcement.
● All commissions and fees shall be calculated exclusive of applicable VAT, service charges, or transaction fees, which shall be deducted before payout.
● This Agreement shall remain valid for a minimum of one (1) year from the commencement date.
● Either party may terminate this Agreement upon 30 days’ written notice after the first year, subject to clearance of pending dues.
● Violation of exclusivity or confidentiality clauses shall result in immediate termination and a penalty of BDT 50,000, payable to Resho within 14 days of written notice. If the Vendor disagrees with the revised commission rate, the Vendor may terminate this Agreement by written notice within 7 days of receipt
● Resho may use Vendor content solely for marketing or operational purposes related to the Platform. Vendor intellectual property remains the Vendor’s ownership.
● The manner in which the products are featured and their placement on the Platform shall be at the sole discretion of Resho.
● Resho reserves the right to delist any product if its sale contravenes any law or if the Vendor breaches this Agreement. The Vendor shall be notified immediately of such action.
● The Vendor will be responsible for listing their own products. This information of the listed products must be accurate and consistent with the actual product Resho reserves the right to review, verify, or modify listings before publication to ensure policy compliance
● If Resho modifies pricing or categorization, the Vendor will be notified within 24 hours.
● Resho reserves the right to reproduce, modify, adapt, publish, translate, or distribute any content provided by the Vendor for promotional or operational purposes.
● Featuring any product on the Platform shall constitute an offer of sale by the Vendor to all users of the Platform.
● When a customer places an order through the Platform, it shall be deemed an acceptance of the Vendor’s offer to sell, forming a binding contract between the Vendor and the Customer. Resho shall not be a party to this contract.
● Resho shall not be liable for typographical errors, data loss, or technical issues that temporarily affect product visibility.
● The Vendor agrees to comply with Resho’s Customer Protection Policy. Any future changes to the policy will be communicated via email.
● Activities subjected to Penalties include but are not limited to:
● Committing these activities will incur penalties of:
● Resho also reserves the right to deactivate, delist, or downgrade the Vendor.
● Penalties shall apply only upon evidence verified through Resho’s communication logs or third-party report.
● All customer communication must occur through official Resho channels. Any direct contact without approval constitutes a breach. The Vendor shall not contact customers directly (via phone, email, or promotions) without prior written consent from Resho. Violation of this clause will result in a penalty of BDT 100,000 and potential delisting or downgrading.
● The Vendor shall not display or include any external contact details, social media links, website URLs, or personal brand references—including Facebook pages, phone numbers, or independent store links—on product listings, packaging, or any communication through the Resho Platform. Any attempt to divert customers or promote external platforms shall be deemed a material breach. Resho may remove such listings, suspend or terminate the Vendor’s account, and impose a BDT 10,000 (Ten Thousand Taka) fine per verified violation, recoverable from the Vendor’s payable balance or by legal means
● Vendors shall be notified of any penalty in writing and may appeal within 5 working days with supporting evidence. Failing to do so shall hold them accountable.
● Payments for completed sales will be transferred as “Pending Payment” to the Vendor’s dashboard instantly after order delivery and confirmation.
● The payment can be withdrawn by the vendor once the settlement is done and it is transferred to “Total Balance” in the Vendor’s Dashboard. The settlement will be processed within 3 working days.
● Vendors can request to collect their payment through Vendor’s designated bank account or MFS (Mobile Financial Service). The request will be executed within 2 working days.
● Resho will deduct 10 Taka payment gateway processing fees or bank transfer charges as applicable.
● Resho shall not be liable for transfer failures or delays arising from incorrect or outdated payment information provided by the Vendor.
● In case of any violation of any Vendor Conduct (Clause 5), Resho reserves the right to withhold disputed amounts until investigation completion, not exceeding 15 working days.
● Refunds, cancellations, or returns will be deducted from the Vendor’s payable amount in the respective payment cycle.
● The Vendor guarantees that all products listed are authentic, brand new, and meet the agreed quality standards.
● Resho will assess all refund or replacement requests using photographic or delivery proof before processing vendor deductions. In case of any disputes the vendor must provide Resho with a photo of the packaged product while handing it out to Resho’s authorized delivery partner. This image shall be timestamped and serve as evidence for dispute resolution
● Resho reserves the right to delist any products, determine product categories, or terminate the Agreement if there are repeated customer complaints or proven quality issues.
● Vendors are advised to perform a pre-dispatch quality check to confirm the product matches the listing specifications.
● Customers are entitled to a 7-day refund or replacement policy in the following cases:
● In such cases, the cost of return and replacement shall be borne by the Vendor.
● Resho will manage the logistics of the return process but reserves the right to deduct return costs from the Vendor’s payable balance.
● If customer misuse, non-defect returns, or fraudulent claims are established, Resho shall reverse any deduction previously imposed on the Vendor. Refund or replacement settlements shall be completed within 7 working days of complaint resolution.
● If damage occurs during Resho-managed logistics, Resho shall bear all costs related to that specific order (listed product price of that order and delivery charge if applied).
● Vendors may submit complaints if they believe damage occurred during delivery; Resho will investigate and provide a final decision.
● Resho may forward any customer questions or complaints to the Vendor, who must respond within 48 hours.
● If the Vendor fails to respond within 48 hours, Resho’s support team may act on the Vendor’s behalf, with resulting actions binding on the Vendor
● The Seller must be available and reachable at all times to address any queries or issues related to their products and orders.
● Resho will relay the Vendor’s response to the customer promptly.
● Failure to respond within the given time may lead to temporary delisting or account suspension.
● Repeated failure to meet response times will affect Vendor ranking, visibility, and eligibility for promotional campaigns.
● Resho will manage and oversee all logistics, delivery, and order fulfillment through integrated third-party partners.
● If Resho’s logistics partner fails to collect goods within 48 hours, the Vendor will not be held responsible for delayed delivery metrics
● The Vendor shall ensure timely product handover to the designated logistics provider as instructed. Failure to hand over products for pickup three times within a 30-day period will result in temporary suspension
● Resho shall not penalize Vendors for delays caused solely by logistics partners or customer unavailability
Vendors who join during the official soft launch phase of Resho will enjoy the following benefits:
● Both parties agree to maintain the confidentiality of all business information, vendor contacts, commissions, and operational details during and after the term of this Agreement.
● The confidentiality obligation shall survive for five (5) years post-termination.
● Resho shall comply with applicable data protection laws and ensure vendor information is securely stored and encrypted.
● Disclosure of such information without consent will be considered a breach and may lead to legal action.
● Any disputes arising from this Agreement shall first be attempted to be resolved amicably through mutual discussion. If amicable resolution fails, disputes shall be referred to arbitration under the Arbitration Act, 2001, before proceeding to court.
● If a resolution is not reached within 15 working days, either party may escalate the matter to the appropriate court.
● Vendors agree that disputes will be resolved individually and not as part of any collective or representative action.
● Neither party shall be held liable for delays or failure due to circumstances beyond reasonable control, including natural disasters, strikes, or system failures.
● Resho reserves the right to update these terms with 14 days’ prior notice; continued use constitutes acceptance.
● This Agreement shall be governed by and construed under the laws of the People’s Republic of Bangladesh.
● If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.
● This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions or communications