Terms & Conditions
1.1. FLOKRA is in the business of providing services to facilitate Ecommerce via its online marketplace at FLOKRA.COM – a platform that enables Customers and Sellers to transact online. The Seller wishes to sell Products on the online marketplace platform provided by FLOKRA. FLOKRA offers multiple services to facilitate sales via its online platform. The Seller appoints FLOKRA as its commission agent under the terms & conditions set hereunder.
1.2. This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.
1.3. Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of both Parties.
1.4. Every transaction of the Seller on FLOKRA’ 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 FLOKRA. This agreement will be considered valid as soon as it is electronically accepted by the Seller.
1.5. The service provided by FLOKRA is limited to referring customers to the Seller 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 Seller. This support is covered within the agreed level of commission and any additional service fees.
1.6. FLOKRA may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.
1.7. 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.
1.7. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of FLOKRA’ services, platform policies will evolve and change over time (with notice to the Seller). The Seller’s use of the platform and access to the FLOKRA vendor portal is subject to this agreement and the latest platform policies available on FLOKRA University.
1.9. In order to maintain its reputation for quality and high service standards, FLOKRA reserves the right to delist the Seller and to terminate the relationship with the Seller based on FLOKRA’ internal quality assessment of the Seller as governed by FLOKRA’ Customer Protection Policy.
1.10. Notwithstanding any clauses in this agreement, this contract is to be read in line with the Seller Code of Conduct. Any breach in the Seller Code of Conduct would automatically constitute a breach of contract within this agreement. In any event where the Seller Code of Conduct is amended, FLOKRA shall inform the seller of the said amendment.
2. TO PLATFORM AND FLOKRA VENDOR PORTAL
2.1. After going through and successfully completing the Signup Process, FLOKRA shall provide the Seller with a unique username and password to access the FLOKRA vendor portal and complete the registration process.
2.2. The Seller is responsible for maintaining up to date information pertaining to their business on FLOKRA vendor portal such as, but not limited to, address and bank account number. FLOKRA is not responsible for any liability arising from incorrect information supplied by the Seller.
2.3. The Seller shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Seller is solely responsible for any use of or action taken under the password and shall fully indemnify FLOKRA from any damages or injury resulting from any unauthorized use of its password.
2.4. Any correspondence or communication received through the FLOKRA vendor portal and/or appointed email address shall be presumed to originate from and have been made with the approval of the Seller and FLOKRA shall be entitled to rely on such correspondence or communication.
2.5. The Parties acknowledge that they are relying upon electronic means in addition to email and facsimile transmissions, to exchange Orders and other delivery and order information. The Seller agrees to communicate with FLOKRA using the standards designated by FLOKRA. To the extent communication through electronic means is inaccessible or made otherwise unavailable due to technical difficulties or due to the effect of any law or regulation governing electronic transactions, the Parties agree (i) that any delivery or order information received electronically prior to the date of such inaccessibility or unavailability will remain valid; and (ii) to conduct, to the extent possible, their transactions by other than electronic means.
2.6. Every message sent to the Seller through his registered email address in the FLOKRA vendor portal account or via FLOKRA vendor portal which did not receive an answer or written objection within 72 hours will be worth agreement between FLOKRA and the Seller.
2.7. The Seller shall complete a training module in order to be ready for operating on the Platform. The seller must pass this training and implement the learnings in their operations in order to start selling via FLOKRA.
2.8. All emails sent to the seller by the FLOKRA team will be sent to his registered email address in the FLOKRA vendor portal account.
3. FEATURING PRODUCTS ON THE PLATFORM
3.1. FLOKRA shall feature the Seller’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Seller and not by FLOKRA.
3.2. FLOKRA may offer additional promotions/discounts over and above a Sellers Listed Price via multiple channels and the Seller agrees that this does not constitute a change in the ownership of the Product(s). Any Commission and/or Fees charged on such a transaction will however be upon the Sellers Listed Price.
3.3. The manner in which the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of FLOKRA.
3.4. Any particular Product(s) featured on the Platform may be delisted by FLOKRA if sale of that Product would contravene any law or the Seller breaches any of its obligations under this agreement and in such case, the Seller shall be notified immediately.
3.5. Seller shall provide FLOKRA with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Seller will be responsible for listing their own products.
3.6. FLOKRA reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.
3.7. Where at the request of the Seller, FLOKRA produces digitized images and photographs of the Product(s) for display on the Platform, FLOKRA may charge a Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s) in addition to any other amounts it is entitled to deduct under this agreement.
3.7. Featuring any Product on the Platform shall constitute an offer of sale by the Seller to all persons using the Platform.
3.8. All Contracts entered into between the Seller and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.
3.9. Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product and a binding contract shall come into force between the Customer and the Seller. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with FLOKRA.
3.10. FLOKRA will not be responsible for, resolve or mediate any disputes between the Seller and a Customer.
4. SELLER PERFORMANCE
4.1 The Seller agrees to respect and follow FLOKRA ‘s Compliance agreement (attached as annexure xxx) to operate their shop smoothly and avoid the consequences of breaching the policy.
4.2. FLOKRA measures Seller performance on an ongoing basis and will rank the Seller based on performance.
4.2.1 FLOKRA may apply daily order limits based on each rank.
4.2.2. FLOKRA may, at any time, delist, downgrade or upgrade the Seller depending on commercial and operational performance without any prior notice to the Seller.
4.2.3. Upon delisting, the Seller may need to go through the training module again in order to re-list on FLOKRA ’ Platform. FLOKRA retains the right to blacklist Sellers who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.
4.2.4. FLOKRA may, at its discretion, exempt certain sellers from the daily order limitations and delisting criteria. These sellers 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 Seller as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:
18.104.22.168. High rate of return on products
22.214.171.124. Lack of respect of packaging guidelines
126.96.36.199. Cancellations and orders out of stock
188.8.131.52. Slow fulfilment of orders
184.108.40.206. Selling counterfeit and illegal Products
5. SELLER OBLIGATIONS TO CUSTOMER SERVICE
5.1. FLOKRA may forward questions or complaints received by FLOKRA’ Customer Service department regarding any sold Product(s) to the Seller. The Seller shall be obliged to respond to FLOKRA on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.
5.2. On receiving Seller’s response to any question or complaint, FLOKRA shall promptly forward the response to the Customer.
5.3. If a Seller fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Seller or any of its Products may be de-listed from the Platform without further notice.
6.1. As an agent for the Seller, FLOKRA shall be entitled to receive a commission for the sale of each Product on the Platform, as stipulated in the Commission Schedule unless specified otherwise in any special terms agreed upon.
6.2. Commissions are calculated as a percentage of tax inclusive sales price.
6.3. These Commissions are deducted by FLOKRA when making a payout to the Seller defined under Payments.
6.4. FLOKRA reserves the right to adjust the percentage Commission defined in the Commission schedule, as in annexure 6.5 of this Agreement, providing suitable notice of 14 days in advance to the Seller before enactment.
7.1. FLOKRA shall receive and process all payments for Products purchased on the Platform on behalf of the Seller. FLOKRA shall make payment of the amount of the Listed Price for the Product(s) received from a Customer, less its commission for the sale of the Product(s), less any service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.
7.2. The payments will be made to the Seller on a bi-weekly basis to the Bank Account, provided that payment related to any Product shall be initiated not less than 7 days after the Product has been successfully delivered to the Customer.
7.3 All payments will be made in Sri Lankan Rupees. In case the Seller wishes to change the information for the Bank Account, it may do so by updating its Bank Account information through the FLOKRA vendor portal. Payments will be made via online transfer to the Bank Account specified by the Seller in the FLOKRA vendor portal.
7.4. The Seller agrees that FLOKRA shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Seller with regards to its Bank Account
7.5. In case a payment has been issued by FLOKRA to the Seller for a delivered item that is later returned to FLOKRA by the customer, FLOKRA will deduct equivalent amount in the next cycle and return the product to the Seller (subject to return policy).
7.6. In case a Seller’s Product is lost by FLOKRA and/or 3PL during transit or handling, FLOKRA will reimburse the Seller for the Product in question.
7.7. FLOKRA shall be entitled to deduct or withhold from payments to be made to the Seller under this agreement any duties, taxes or other amounts required to be deducted or withheld under any federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.
7.8. Any sums due to the Seller hereunder may be applied by FLOKRA as a set off against any sums owed by the Seller to FLOKRA, or against any claims of third parties against FLOKRA arising from the Seller’ performance, whether under this agreement, any Contract or other document.
7.9. The Seller 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 Products on the Platform and their purchase by Customers. It is clarified that the Seller shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and FLOKRA shall have no liability in this regard.
8.1. All Customer information including and not limited to data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Seller by FLOKRA, or produced or created by the Seller for FLOKRA hereunder are the intellectual property of, and confidential to FLOKRA and Seller and shall be used solely by the Seller for purposes of this agreement. All such information shall be treated and protected by the Seller as strictly confidential, and shall not be disclosed to any third party without the prior written consent of FLOKRA, and shall be disclosed within the Seller’s organization only on a need-to-know basis.
8.2. Both Parties may require their respective employees and other personnel involved in the performance of this agreement to execute an individual confidentiality agreement prior to any disclosure. Any non-disclosure agreement heretofore executed by the Seller in connection with the sale of its Products under this agreement is hereby expressly incorporated within the Contract.
8.3. Both parties shall immediately return to each other any information provided, either upon demand, or upon termination of this agreement, including all copies made by either Party.
8.4. Both Parties shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of this agreement or make any reference to each other, the business of either to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining prior written consent.
9.1. The Seller agrees to release, defend, indemnify and hold harmless FLOKRA, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with and not limited to:
9.1.1. any defect in Products sold to any Customer;
9.1.2. any claim made by any Customer on the basis of any Contract;
9.1.3. any defect in the packaging or shipping of a Product by the Seller;
9.1.4. any violation of any law committed by the Seller, including any failure by the Seller to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;
9.1.5. any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; or
9.1.6. any breach in any warranty or representation made herein.