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Our Platform  Rules – Marketplace Agreement

Published on 07.07.2025 - Effective from 07.07.2025

 

-DRAFT AGREEMENT -

This present agreement is established in order to set up a contractual relationship by and between Qbay Private Limited (hereinafter referred to as “Qbay” ), a private limited company incorporated in the Democratic Socialist Republic of Sri Lanka with its registered office at No 271 A, Cassim Road, Kalmunai, Sri Lanka.

AND

The Vendor (hereinafter referred to as “Vendor” ), a sole proprietor/company, Individual Vendor registered under the laws of the Democratic Socialist Republic of Sri Lanka.

(Qbay and Vendor 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

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

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

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

1.4. Every transaction of the Vendor on Qbay’s 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 Qbay. This agreement will be considered valid as soon as it is electronically accepted by the Vendor.

1.5. The service provided by Qbay is limited to referring customers to the Vendor 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 Vendor. This support is covered within the agreed level of commission and any additional service fees.

Qbay may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Vendor without any prior intimation.

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.

The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Qbay’s services, platform policies will evolve and change over time (with notice to the Vendor). The Vendor’s use of the platform and access to the Vendor Portal is subject to this agreement and the latest platform policies available on Qbay Vendor Portal.

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

Notwithstanding any clauses in this agreement, this contract is to be read in line with the Vendor Code of Conduct. Any breach in the Vendor Code of Conduct would automatically constitute a breach of contract within this agreement. In any event where the Vendor Code of Conduct is amended, Qbay shall inform the Vendor of the said amendment.

Business Integrity, Anti Bribery

Business must be carried out with a high degree of ethics, honesty and fair dealings; ensuring staff is familiar with such policies/procedures and does not engage in threats, bribery or corruption practices. The offering, paying, soliciting or accepting of bribes or kick-backs, including facilitation payments, is strictly prohibited.

Child Labor

Employment of children in any form is strictly prohibited. Business partners and suppliers shall employ only those workers, who meet the minimum age criterion of 14 years or legal minimum age for working in any specific country, whichever is greater. Further, workers below 18 years of age should not be employed night shifts and in hazardous conditions. All applicable laws relating to young labor including employment, wages, working hours, overtime and working conditions shall be complied with.

Forced Labor

All forms of forced and bonded labor are prohibited including compulsory overtime. Workers should be able to voluntarily end their employment without any restrictions. Any restrictions on employees to voluntarily end their employment, such as excessive notice periods or substantial fines for terminating their employment contracts, are prohibited.

Compliance with Local Law

Business partners & Suppliers shall comply with all local and national laws and regulations of the jurisdictions in which we are doing business as well as the practices of respective industry. Business partners and suppliers shall further work with suppliers who are committed to meeting required standards as per local & national laws.

Policy Guidelines

Misleading Product Information

All Vendors are required to provide complete and accurate information when uploading products. This includes but may not be limited to:

·         Accurate information on product color, model, sizing, and variation

·         Correct details of what’s in the box

·         Accurate product weight information

Example of misleading product information

If multiple color variations are shown in the same image, implying that any random color may be dispatched to the customer. (In this case we recommend adding variations and multiple images the customer can select from at the time of purchase).

Counterfeit & Prohibited Products

No Vendor will be allowed to sell counterfeit products and/or products not authorized to be sold on Qbay.

Counterfeit Items

Items that bear such similarities with other products that they are likely to deceive buyers into thinking they are made or sold by the owner of the other product's brand

Items that apply a trademark (e.g. a brand or character logo) on the product, the product packaging, or anywhere in relation with the product, without authorization by the trademark owner.

Items that contain specific design elements (e.g. cartoon characters or colourways) protected by a trademark, without the authorization by the trademark owner.

Order Processing Time

Vendor must ship the order within 2 working days. Shipping the order within the given time frame is a responsibility of the vendor.

In case of unable to process the order, vendor must cancel the order within 24Hours.

Delivery chargers of the failed to deliver orders which did not ship the given time frame on  will be deduct from the vendor. This rule will supersede the section (C2-update)

Cancellations, Rejections, Returns and Refunds

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

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

3. The Vendor authorizes Qbay 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.

Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Failed Orders”), Qbay may, at its discretion, charge the entire cost of shipping the Product as per the section (C3-Update) of this agreement.

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

 Defective/Damaged Product , Incorrect Product, Incomplete Product

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

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

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

 In case of a return, Qbay may, at its discretion, bill the Vendor for the cost of shipping the Product from the Customer to Qbay or to the Vendor.

In case of returned products, Qbay protects the Vendor by conducting a quality control check at Qbay Warehouse 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.

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

At the Customer’s option, the Vendor will either replace the damaged Product within the stipulated timeline as defined in the Customer Protection Policy or authorize Qbay to provide a full refund. The damaged Product may be shipped to the Vendor at the Vendor’s cost unless the Vendor directs Qbay to dispose the Product.

Qbay may, at its discretion, bill the Vendor for the cost of shipping the replacement Product to the Customer.

The Vendor 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.

Prohibited Items

Items that are in violation of any local country laws in which they are sold. Some of them are listed below

Type of Products

Narcotics, Counterfeit products, Anti-Islamic, obscene or subversive literature, Translation of the Holy Quran without Arabic text, Imitation firearms/paraphernalia, Military uniforms/Police uniforms, Used vegetable ghee and cooking oil, Alcoholic beverages and spirits, Illegal Services, Jammers/ Descramblers, Arms and Ammunition/ Parts and accessories of arms and ammunition non-prohibited bores, Security printing, Currency and mint, Minerals of NK, Food/Agriculture of NK, Coal, iron, iron ore, gold, titanium ore, vanadium ore and rare earth minerals, Bulk email or mailing lists that contain personally identifiable information, Medical or healthcare advisory services, All items offensive to the Muslim culture or sensitive to the South East Asia security situation are prohibited, Offer financial services, including money transfers, issuing bank guarantees and letters of credit, loans, fundraising and funding for person investment purposes, etc, Bank card readers/ skimmers, Spy equipment and device, Military decorations, medals and awards, Digital currencies, Stocks, bonds, investment interests, and other securities, Giveaways, lotteries, raffles, or contests, E-Cigarettes, Cigarette tobacco, Aerosols, Bullion, Birth certificates, driving licenses, passports and visas, Ivory, Invoices/ blank, Sheesha /Hookah, Security printing, Currency and mint, Radioactive substances, Machinery for arms and ammunition, Explosives, Human blood and its fractions, Asbestos, Live animals, animal semen and embryos, Stolen goods, Kite/Kite String, Fireworks, Hazardous or combustible materials/ flammable substances, Gambling equipment, Brewery machinery/machinery for alcoholic beverages,

 

Fair Trade Policy

This Fair-Trading Policy defines what are the fraudulent activities that vendors are not allowed to participate in. This is to inculcate professional and reliable vendor behaviour so that we can boost the confidence and preserve the trust of shoppers for our platform.

Fraudulent Dealing

Fraudulent dealing is a vendor’s violation of Qbay rules and policies, by participating in fraudulent activities that allegedly infringe on the property rights or other legitimate rights and interests of others.

Listed below is a non-exhaustive list of examples of fraud:

1. The Vendor obtains payment by providing goods, services or logistics information that are false or inconsistent with the description of the product listing.

2. Implementing fraudulent acts through third-party accounts

3. Sending a phishing link or Trojan virus information in order to defraud other people

4. Fraudulently using the name of Qbay and its affiliates or Qbay customer service

Vendors who are found to have participated in fraudulent activities will result in an immediate termination of the vendor’s account with Qbay

Anti-Competitive Behavior

Qbay has always been committed to maintaining a fair and equitable ecommerce environment so that any Vendor and buyer, who chooses to transact on Qbay, will not be disadvantaged. We will diligently and continuously monitor so as to protect the legitimate rights and interests of other users or platforms.

Anti-competitive behaviour or practices are business practices that prevent and/or reduce competition on Qbay.

Examples of anti-competitive behaviour includes, but is not limited to the following scenarios:

Competitor harm: The Vendor maliciously orders, maliciously evaluates, or maliciously complains to other Vendors by themselves or by using other member accounts, affecting the reputation and normal operation of other Vendors.

Malicious order: refers to the Vendor's use of member accounts to place orders from other Vendors, which affects the normal operation of other Vendors, such as not paying for stock.

Malicious evaluation: refers to the Vendor using member account to place orders from other Vendors, maliciously giving bad reviews or evaluating.

Malicious Complaint: The Vendor complains to other Vendors by himself or by using other member accounts. The complaint content lacks relevant basis, or the purpose of the complaint is improper. There is deliberate damage to the goodwill of the peer Vendor due to the fraudulent operation of the Vendor or the deliberate attack on the legitimate operation of the peer Vendor.

Vendors who are found to have participated in fraudulent activities will result in an immediate termination of the vendor’s account with Qbay

Self Promotion

Vendors are not allowed to purchase their own products with intentions to increase their performance, in one way or another, on Qbay platform. Any Vendor who is found to have ordered own products, or in a way or another collaborated with someone else to order own products.

Fulfilment Fraud

Fulfilment fraud refers to the situations where Vendors deliberately create false shipments to cheat buyers. Qbay does not tolerate fraudulent Vendor behaviour and Vendors who are found to have participated in fraudulent behaviour will be handled with the non-compliance actions laid out under the Non-Compliance Points.

What kind of actions are considered as Fulfilment Fraud?

Tracking Misrepresentation

Vendor tries to change the tracking details mentioned on freight bill for any reason. For example, Filling invalid Air way bill details that are unrelated to the order transaction.

Examples of Tracking Misrepresentation are listed but are not limited to the following:

Invalid shipping tracking reference number

The buyer and Vendor are maliciously colluded, and in the absence of real order transactions, misleading the Qbay platform through misappropriation of false shipments

Valid shipping tracking reference number but given tracking number has no obvious relationship with the order transaction

The Vendor induces the buyer to confirm the receipt in advance when the goods are not received

Sending Empty Parcels/ Unrelated Items

An example of sending unrelated items to buyers (but are not limited to the following):

Buyer orders an iPhone 16 from Vendor. Upon delivery, the buyer received an empty box.

Vendors who are found to have participated in fraudulent activities will result in an immediate termination of the vendor’s account with Qbay

Intellectual Property Rights Violation

Qbay is dedicated to providing all buyers and vendors with the best selection of goods and to creating an amazing customer and online shopping experience. We do not allow listings that violate the intellectual property rights of brands or other rights owners.

Vendor Behaviour Policy

Qbay is dedicated to creating a trusted platform, connecting vendors to buyers, that promises an amazing online experience. Qbay does not allow any vendors (or buyererately create any form of an unhappy transaction, in any manner, for each party.

We strongly encourage all vendors (and buyers) to communicate with each other in accordance to our Communication Guidelines.

Unsolicited Communication

We do not allow our vendors to send spam to our buyers. Spam is a message, or part of a message that is both unsolicited and commercial in nature. Unsolicited means that recipient did not request for the message. Commercial in nature means that the message discusses, buying, selling and/or trading of goods and services.

Causing Bodily Harm

This is defined by a verified case of a vendor in the course of committing assault, causing bodily harm/physical hurt to any Qbay buyer or Qbay employee, within or out of the course of a sales transaction. It is important to note that this is also a statutory offence where a vendor may potentially face prosecution

Issuing Threats to Buyers or Qbay employees

Qbay does not tolerate threats of any kind, using any method including phone calls, text messages, emails or on our public communication spaces

Profanity and Hate Speech

In our continuous effort to make Qbay a trusted platform with wonderful shopping experience, we do not allow our vendors (or buyers) to use profanities, hate speech or misbehaviour in their communication on the Qbay platform.

The Vendor agrees to respect and follow Qbay’s Customer Protection Policy. If any changes occur in the policy, the Vendor will be informed via email.

Qbay will rank the Vendor based on performance. There are daily order limits associated with each rank.

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

Upon delisting, the Vendor may need to go through the training module again in order to re-list on Qbay’s Platform. Qbay retains the right to blacklist Vendors who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.

 Qbay may, at its discretion, exempt certain Vendors from the daily order limitations and delisting criteria. These Vendors may instead be charged financial penalties if performance does not meet the Standard Ops Score. These financial penalties may be deducted from the payout released to the Vendor as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:

High rate of return on products, Lack of respect of packaging guidelines, Cancellations and orders out of stock, Slow fulfilment of orders, Selling counterfeit and illegal Products

A1. VENDOR OBLIGATIONS TO CUSTOMER SERVICE

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

1. On receiving Vendor’s response to any question or complaint, Qbay shall promptly forward the response to the Customer.

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

COMMISSION

As an agent for the Vendor, Qbay shall be entitled to receive a commission for the sale of each Product on the Platform, basic commission rate as follow.

1. Basic Vendor – 7% Commission Rate. All delivery failed chargers should paid by the vendor. Bank transfer fees (Rs.25/- Per Transaction) (If applicable) may charge from the vendor at every pay-out. Standard promotion will be from Qbay

 2. Qbay reserves the right to adjust the percentage Commission defined in the Commission schedule, providing suitable notice of 14 days in advance to the Vendor before enactment.

Fees and Penalties

Payment Fees – Vendor Pay-out

Qbay is charging bank transfer fee at each bank transfer worth of Rs.25/-. This bank transfer fee applicable only for Basic Vendors.

Order Transaction Fees

Order transaction fees introduce from 16^th August 2024. Some payment methods such as, Internet Payment Gateways, COD handling fees are subject to charge from the vendor. Updated on 11.01.2024

 

Transaction Method	Applicable Rate

 

Penalties

The following financial penalties will be imposed on your Qbay Shop, according to the violations committed:

Violations	Penalty Amount (LKR)
Quality Return Under "Wrong Item" - Simple Products	Rs.250.00 + Two Way Shipping Charge
Quality Return Under "Defective Item" - Simple Products	Rs.250.00 + Two Way Shipping Charge
Processing delay (2 Working Days) – Simple Products	Rs.100.00
Processing delay (3+ Working Days) – Simple Products	Rs.400.00
Processing delay (4+ Working Days) – Simple Products (Order Will Cancel Automatically)	Rs.500.00
Failed delivery due to order processing delay	Delivery Charge
First Order cancels after 1 working day (COD)	Rs. 100.00
2nd Order Cancellation Within the Week	Rs.250.00
Order cancels after 1 working day (pre-Paid)	Rs.250.00 + Order Transaction Fee
Request Customer to Cancel the Order	Rs.1,000.00
Cancellation in RTS Status	Rs. 250.00
Misleading Product Images or Description	Rs.500.00
Delivery Delay – Digital Products	Rs.500.00