Seller Agreement

This Seller Agreement ("Agreement") is the binding contract between Smart Global Trade Cart (operating SGT Cart at sgtcart.com — "SGT Cart", "we", "us") and every individual or legal entity that registers a Seller account on the Platform ("Seller", "you", "your"). It supplements — and where there is conflict, prevails over — the general Customer Terms of Service for the limited purpose of Seller-side obligations.

By submitting a Seller registration or by listing a product, you accept this Agreement in full. If you do not agree, do not register as a Seller.

1. Definitions

Capitalised terms have the meaning given in the Customer Terms. In addition: "Sub-Order" is the portion of a customer Order placed with you; "Listing" is a single product page you create; "Commission" is SGT Cart's per-Sub-Order fee under §11; "Wallet Balance" is the net amount payable to you after Commission, refunds and adjustments, held in your in-app vendor wallet until payout.

2. Eligibility

To register as a Seller you must:

• Be at least 18 years old.
• Be a Bangladesh resident (individual) or a legal entity registered in Bangladesh (proprietorship, partnership, company).
• Hold a valid National ID (NID), a valid Trade Licence issued by the local City Corporation or Pourashava, and a current Taxpayer Identification Number (TIN) from the National Board of Revenue.
• Maintain a Bangladeshi bank account, bKash agent or Nagad account in the name of the seller — for receiving payouts.
• Not be on any Bangladesh, OFAC, EU, UN or BFIU sanctioned-persons list.

When international shipping launches in a later phase, this Agreement will be amended to include cross-border-seller eligibility.

3. KYC & verification

Before your shop goes live, you must submit:

An SGT Cart admin reviews KYC within 1-2 business days. We may ask for clarifications or additional documents. Approval activates the shop and unlocks Listing creation. We may revoke approval if any document is later found to be forged, expired or fraudulently obtained.

4. Seller account

Your Seller account gives you access to the Seller Center (/seller/) — dashboard, product management, order fulfilment, earnings, reviews, coupons, flash sales, analytics, store promotion.

• You are responsible for all activity from your account. Keep your password and OTPs confidential.
• You may not transfer, sell or lease your Seller account to anyone else.
• One natural person or registered entity may operate one Seller account, unless we explicitly authorise additional accounts (e.g., multi-brand groups).

5. Listing requirements

Every Listing must be accurate, complete and current. You promise that:

• Titles describe the product truthfully — no keyword stuffing, no misleading brand names.
• Descriptions are written by you (not copied from a competitor) and match the actual product.
• Images are clear, taken or owned by you (or used with the rights-holder's permission), watermark-free, and free of contact information.
• Specifications (size, material, colour, voltage, ingredients) match reality and any regulatory labelling requirement (e.g., BSTI for consumer goods).
• The product is in stock at the quantity you set; you update the stock counter promptly when inventory changes.
• Variants (size, colour) accurately reflect what is available — no bait-and-switch where the displayed variant is gone but a different one is shipped.

Full creative and editorial guidelines live in the Product Listing Guidelines. SGT Cart's admin reviews and may reject a Listing that violates them.

6. Pricing autonomy & limits

You set your own prices in BDT. They must be:

• Inclusive of VAT at the applicable rate (commonly 5%, 7.5% or 15% depending on category — NBR Mushok rules).
• Honest — no inflated "MRP" with a fake "discount" to manipulate consumers (CRPA §43 forbids deceptive pricing).
• Stable — material price changes should not happen between order placement and shipment unless the order is cancelled.

SGT Cart reserves the right to refuse Listings that show price-gouging during emergencies (e.g., flood, pandemic) or that materially undercut the market in a way suggesting counterfeit goods.

7. Inventory & stock

You must keep your declared stock accurate. Selling an item that is out of stock and cancelling the resulting Sub-Order counts as a performance violation (§18).

If a Sub-Order is placed but you cannot fulfil it, you must cancel it through the Seller Center within 24 hours and contact the buyer with an explanation. SGT Cart will refund the buyer in full.

8. Order acceptance & fulfilment SLA

Repeated breaches of these SLAs trigger the performance ladder in §18.

9. Packaging & branding

Use sturdy, tamper-evident packaging suitable to the product. Mark fragile or perishable items clearly. The outside of the package must show: the customer's name, address, mobile number, the Order number, your Seller name, and a "Sold on SGT Cart" sticker (free SVG provided in the Seller Center).

You may include your own shop card, thank-you note or product manual. You may NOT include: leaflets pointing customers to off-platform stores, contact details with the intent to bypass SGT Cart on the next purchase, counterfeit branding, or promotional material from a rival marketplace. Violation triggers an Anti-Disintermediation strike (§16).

10. Shipping responsibilities

You ship the product through a courier of your choice (Pathao, RedX, Sundarban, Steadfast, etc.) or, when available, through SGT Cart's managed delivery. You bear the cost of forward shipping and reimburse return-shipping costs for damaged-on-arrival, wrong-item or counterfeit deliveries.

Risk of loss in transit, until successful delivery, lies with the Seller. If a parcel is lost in transit, you refund the buyer and pursue recovery with the courier; SGT Cart will support the dispute but does not indemnify the loss.

11. Commission & fees

SGT Cart charges a commission on every delivered Sub-Order. The standard rate is 10%, with category-specific adjustments listed in the Seller Fees page. The Commission is deducted from the gross order value before the net is credited to your Wallet.

Payment-processing fees (SSLCommerz card 2.5%, bKash 1.85%) are passed through at cost. Cash on Delivery has a flat handling fee of Tk 20 per Sub-Order to cover collection costs.

Optional services — flash-sale featuring, homepage banner placement, sponsored search position, ranking boost — are billed separately at rates published in the Seller Center.

12. Payout schedule

The earning lifecycle:

1. Pending — Sub-Order placed → net is held pending delivery.
2. Available — Sub-Order marked delivered → net moves to your available balance after a 3-day cooling-off window (allows Buyer Protection claims).
3. Settled — you request payout through the Seller Center → admin reviews → funds released to your nominated bank / bKash / Nagad.

Payouts run on a weekly cycle (every Sunday). Minimum withdrawal Tk 500. SGT Cart reserves the right to hold a payout pending investigation of an unusually high refund rate, chargeback pattern or open dispute.

13. Tax & withholding

You are responsible for filing your own income tax and VAT returns with the NBR. SGT Cart will:

• Withhold VAT at source where the NBR Mushok rules require it (currently 5% for online-marketplace operators).
• Issue you a monthly statement summarising gross sales, commission, withholding and net payouts.
• Provide an annual statement suitable for filing your income-tax return.

You agree to keep your TIN current and to notify us if your tax registration changes.

14. Returns, refunds & chargebacks

You honour SGT Cart's Refund Policy and the Buyer Protection Program. When a refund is granted:

• The buyer's refund is reversed from the original payment method.
• Your Wallet is debited by the gross amount minus the Commission portion (we waive the Commission on refunded sales).
• For COD orders, return-shipping cost is your responsibility if the return is due to seller fault (wrong, damaged, counterfeit); otherwise the buyer pays.

Chargebacks initiated by the buyer's card issuer follow the same logic, with an additional Tk 200 processing fee passed through to you if the chargeback is upheld.

15. Complaint handling

When a customer raises a complaint:

1. You receive a chat message + in-app notification.
2. You must respond within 48 hours.
3. If unresolved within 7 days, the buyer may escalate to SGT Cart mediation under Dispute Resolution.

16. Anti-disintermediation

Customers acquired on SGT Cart must remain on SGT Cart. You may not:

• Share phone numbers, WhatsApp, email or off-platform URLs in chat, reviews, Q&A or product images.
• Encourage buyers to order future items directly from you outside the Platform.
• Include leaflets, business cards or QR codes in shipments inviting off-platform purchase.

The Platform's phone-guard system automatically redacts digit runs in your messages, reviews and Q&A answers. Each redaction is logged. After 2 logged violations your shop is auto-suspended and reviewed by admin. Repeat or wilful violations after warning lead to permanent termination and forfeiture of unpaid Wallet balance pending dispute resolution.

17. Counterfeit, IP & prohibited items

You promise:

• Every product is authentic. No counterfeits, no replicas labelled as originals.
• You hold the IP rights to the product / brand or are an authorised reseller.
• You do not list anything on the Prohibited & Restricted Items list (firearms, drugs, hazardous chemicals, live animals, currency, etc.).

SGT Cart honours rights-holder takedown notices under the IP Policy. A counterfeit confirmed at our level results in immediate de-listing, refund to the buyer, deduction from your Wallet, and a strike. Three counterfeit strikes leads to permanent termination.

18. Performance standards & suspension

The Seller-performance dashboard tracks (60-day window):

Suspended sellers may appeal within 14 days to seller-support@sgtcart.com.

19. Data use & confidentiality

You receive customer name, delivery address and mobile number for the limited purpose of fulfilling and supporting an Order. You agree to:

• Use the data only for that Order — no marketing, no third-party sharing, no on-sale.
• Delete it within 90 days of order completion (subject to NBR-mandated invoice retention).
• Not contact the buyer outside Platform channels (anti-disintermediation §16).
• Treat sales data, ranking signals and SGT Cart internal communications as confidential.

20. Indemnity & liability

You indemnify SGT Cart, its officers, employees, contractors and affiliates against all losses, claims, damages, fines, regulatory penalties and reasonable legal fees arising from:

• Your breach of this Agreement;
• Your Listings (accuracy, IP, regulatory labelling);
• Your products (quality, safety, fitness, recall);
• Your conduct (complaints, fraud, anti-disintermediation, counterfeit).

SGT Cart's aggregate liability to you under this Agreement is capped at the total Commission revenue earned from your shop over the 6 months preceding the event giving rise to the claim.

21. Changes & notice period

SGT Cart may amend this Agreement. Material changes (fees, payout schedule, performance thresholds) take effect 30 days after we email and in-app-notify you. Non-material changes (typo fixes, clarifications) may take effect immediately on publication.

You may terminate by giving 30 days' written notice to seller-support@sgtcart.com. Pending Sub-Orders must be fulfilled first; Wallet balance is settled after the standard cooling-off window.

22. Governing law & arbitration

This Agreement is governed by the laws of Bangladesh. Disputes between you and SGT Cart go through:

1. Direct negotiation between the parties (30 days).
2. Mediation through the Bangladesh Mediation & Arbitration Centre.
3. Final and binding arbitration under the Arbitration Act 2001 (BD), sole arbitrator, seat in Dhaka, English or Bangla language.

The courts of Dhaka have exclusive jurisdiction over any matter not covered by arbitration, including injunctive relief.