Vendor Agreement

Last Updated: [21/02/2026]

This Vendor Agreement (“Agreement”) is entered into between:

Future World International Pvt Ltd, the lawful operator of groupbuy.lk (hereinafter referred to as the “Company”),

AND

The registered Vendor (hereinafter referred to as the “Vendor”).

By registering or listing products on groupbuy.lk, the Vendor agrees to be legally bound by this Agreement.

1. APPOINTMENT & NATURE OF RELATIONSHIP

1.1 The Company grants the Vendor a limited, non-exclusive, revocable license to sell products via groupbuy.lk.

1.2 The Vendor acknowledges that:

  • The Company is an independent intermediary marketplace.
  • Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
  • The Vendor operates as an independent contractor.

2. VENDOR ELIGIBILITY & REPRESENTATIONS

The Vendor represents and warrants that:

  • It is legally registered (if applicable) under Sri Lankan law.
  • It possesses all necessary business licenses, permits, and tax registrations.
  • All information provided to the Company is accurate and up to date.
  • It has full authority to enter into this Agreement.

The Company reserves the right to request legal documents at any time.

3. PRODUCT LISTINGS & COMPLIANCE

3.1 The Vendor shall ensure that:

  • All products comply with applicable Sri Lankan laws and regulations.
  • No counterfeit, stolen, illegal, hazardous, or prohibited items are listed.
  • All descriptions, pricing, specifications, and images are accurate and not misleading.
  • Products do not infringe intellectual property rights.

3.2 The Company reserves the absolute right to:

  • Remove or suspend listings without notice.
  • Modify product titles/descriptions for formatting.
  • Suspend Vendor accounts for policy violations.

4. PRICING & COMMISSION

4.1 The Vendor shall set its own pricing.

4.2 The Vendor agrees to pay the Company:

  • A commission fee (percentage or fixed) per successful transaction.
  • Any applicable subscription or service fees.

4.3 The Company reserves the right to change commission structures upon notice.

4.4 All payments to Vendors may be subject to deductions including:

  • Commission fees
  • Payment gateway charges
  • Refund adjustments
  • Penalties for policy violations

5. PAYMENT TERMS

5.1 Vendor payouts shall be made according to the Company’s payout schedule.

5.2 The Company may withhold payments:

  • During fraud investigations
  • In case of chargebacks
  • If customer complaints remain unresolved
  • If legal violations are suspected

5.3 The Company shall not be liable for banking delays or third-party payment failures.

6. ORDER FULFILLMENT & DELIVERY

6.1 The Vendor is solely responsible for:

  • Packaging
  • Shipping
  • Delivery
  • Product safety
  • Warranty and after-sales support

6.2 Delivery timelines must be honored. Repeated delays may result in suspension.

6.3 Risk of loss remains with the Vendor until delivery is confirmed.

7. RETURNS, REFUNDS & DISPUTES

7.1 Vendors must clearly state return and refund policies.

7.2 The Vendor is fully responsible for resolving customer disputes.

7.3 The Company may intervene and issue refunds at its discretion if:

  • Consumer protection laws require it
  • Vendor fails to respond
  • Fraud is suspected

Refund amounts may be deducted from Vendor balances.

8. TAXATION

8.1 The Vendor is solely responsible for:

  • Income tax
  • VAT
  • NBT
  • Any other applicable Sri Lankan taxes

8.2 The Company shall not be responsible for Vendor tax obligations.

9. INTELLECTUAL PROPERTY

9.1 The Vendor grants the Company a worldwide, royalty-free, perpetual license to use:

  • Product images
  • Trademarks
  • Brand names
  • Promotional content

For marketing and operational purposes.

9.2 The Vendor guarantees that it owns or is authorized to use all uploaded content.

The Vendor shall indemnify the Company against any IP infringement claims.

10. PROHIBITED ACTIVITIES

The Vendor shall not:

  • Sell counterfeit or illegal goods
  • Manipulate reviews or ratings
  • Engage in price manipulation
  • Use the platform for money laundering
  • Circumvent platform commission by contacting customers directly

Violation may result in immediate termination and legal action.

11. DATA PROTECTION

11.1 Vendor shall use customer data only for order fulfillment purposes.

11.2 Vendor shall not:

  • Store customer data unnecessarily
  • Share customer data with unauthorized parties
  • Use customer data for independent marketing without consent

12. INDEMNIFICATION

The Vendor agrees to fully indemnify and hold harmless:

Future World International Pvt Ltd, its directors, shareholders, employees, and agents

From and against any claims, damages, legal fees, penalties, regulatory fines, losses, or liabilities arising from:

  • Product defects
  • Consumer claims
  • Legal violations
  • Tax non-compliance
  • Intellectual property infringement
  • Negligence or misconduct

13. LIMITATION OF LIABILITY

To the fullest extent permitted under Sri Lankan law:

  • The Platform is provided “AS IS”.
  • The Company disclaims all warranties.
  • The Company shall not be liable for indirect, incidental, or consequential damages.
  • Total liability shall not exceed the total commission earned from the Vendor in the preceding three (3) months.

14. SUSPENSION & TERMINATION

14.1 The Company may suspend or terminate Vendor accounts:

  • For policy violations
  • For legal risks
  • For inactivity
  • At its sole discretion

14.2 Upon termination:

  • Outstanding disputes must be resolved.
  • The Company may retain funds for up to 90 days to cover chargebacks or liabilities.

15. CONFIDENTIALITY

Vendor agrees to keep confidential:

  • Commission structures
  • Internal processes
  • Customer data
  • Platform technical systems

16. FORCE MAJEURE

Neither party shall be liable for delays caused by events beyond reasonable control, including natural disasters, government actions, internet outages, civil unrest, or pandemics.

17. GOVERNING LAW & DISPUTE RESOLUTION

17.1 This Agreement shall be governed by the laws of Sri Lanka.

17.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of Colombo, Sri Lanka.

17.3 The Company may elect arbitration under Sri Lankan arbitration law.

18. AMENDMENTS

The Company reserves the right to modify this Agreement at any time. Continued use of groupbuy.lk constitutes acceptance of updated terms.

19. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

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