Terms & Conditions
SELLER AGREEMENT
This Seller Agreement is entered into by and between:
Zulacart (Pvt) Ltd (hereinafter referred to as “Zulacart”), a private limited liability company
incorporated in the Democratic Socialist Republic of Sri Lanka, bearing company
registration No. PV 00318410, with its registered office at No. 39, 2nd Floor, Fortune Arcade,
Galle Road, Colombo 04,
AND
The Seller (hereinafter referred to as “Seller”), a sole proprietor/company, registered with
Zulacart to sell their products on the online platform operated by Zulacart.
(Zulacart and Seller are hereinafter collectively referred to as the “Parties”, and individually
as a “Party”).
This document is an electronic record in terms of the Electronic Transactions Act No. 19 of
2006 and rules thereunder as applicable and the amended provisions pertaining to
electronic records in various statutes as amended by the Electronic Transactions Act 2006.
This electronic record is generated by a computer system and does not require any
physical or digital signatures.
GENERAL TERMS
1. SCOPE
1.1. Zulacart provides services to facilitate eCommerce via its online marketplace,
enabling Customers and Sellers to transact online. The Seller wants to sell Products on
Zulacart’s platform. Zulacart offers multiple services to support online sales. The Seller
appoints Zulacart as its commission agent under the terms of this agreement.
1.2. This agreement replaces any prior agreements or arrangements between the Parties
unless explicitly stated otherwise.
1.3. Both Parties agree that customer satisfaction is the main priority guiding all business
actions.
1.4. Every transaction by the Seller on Zulacart’s platform is subject to this agreement,
including annexes, appendices, and platform policies. This agreement is valid once the
Seller accepts it electronically.
1.5. Zulacart’s services are limited to referring Customers to the Seller, processing orders
and payments, and supporting the Seller’s online business needs, including optional
logistics and marketing services. These services are covered under the agreed commission
and any additional fees.
1.6. Zulacart may use subcontractors to provide any services mentioned in this agreement
without prior notice.
1.7. References to any law or statute in this agreement shall be interpreted as updated or
amended versions as applicable
.
1.8. Platform policies are part of this agreement. Policies may change over time, with or
without notice. Sellers should regularly check policies on Zulacart Website. Use of the
platform indicates acceptance of the latest policies
.
1.9. To maintain quality and service standards, Zulacart can delist the Seller or terminate
the relationship based on internal quality assessments according to the Customer
Protection Policy
.
1.10. This agreement should be read alongside the Seller Code of Conduct. Any violation of
the Code is considered a breach of this agreement. Zulacart will inform Sellers of any
updates to the Code.
2. INTERPRETATION & DEFINITIONS
Key terms in this agreement:
• Bank Account: The account specified by the Seller for receiving payments.
• Business Day: Any day, except weekends, when banks are open in Sri Lanka.
• Commission Schedule: Commission rates payable to Zulacart for each type of
Product, available on Zulacart Website.
• Competitor: Any person or entity selling similar Products online in Sri Lanka.
• Contract: Agreement between the Seller and Customer for the sale of Products.
• Seller Compliance Policy: Guidelines Sellers must follow; violations may result in
penalties.
• Customer Protection Policy: Policy that monitors Seller performance.
• Buyer-Seller Interaction Policy: Rules for communications between Sellers and
Customers. Violations may result in action by Zulacart.
• Customer: A person purchasing Products on the platform.
• Fulfillment By Zulacart (FBZ): Marketplace service where Sellers drop Products at
Zulacart fulfillment Dashboards for storage, packing, and order processing.
Ownership remains with the Seller.
• Dropship: Seller keeps inventory at their location; Zulacart handles delivery.
• Fee(s): Charges for additional services like pickup or returns.
• Final Delivery: Transfer of ownership of the Product to the Customer.
• Fulfillment Dashboard: Zulacart facility for storing and processing FBZ Products.
• Fulfillment Model: Method chosen by Seller to fulfill orders (Dropship, FBZ).
• Handling Time: Time from order forwarding to dispatch (excluding Sundays).
• Hub: Location where Sellers can drop or pick up Products.
• In writing/written: Communication via Zulacart website, courier, or email.
• Inbound: Department at the warehouse receiving Products.
• Intellectual Property: Patents, copyrights, trademarks, designs, and other
intellectual property rights.
• Listed Price: Price at which Seller lists Products, including all applicable taxes.
• Penalty/Penalties: Financial or operational penalties for violating platform policies.
• Pending: Order status awaiting processing.
• Performance Scorecard: Report showing Seller’s operational performance.
• Platform: Zulacart website, mobile app, and affiliate sites.
• Platform Policies: All policies and guidelines for Sellers.
• Product(s): Items Seller intends to sell.
• Ready to Ship: Products physically available, packed, and ready for delivery.
• Rejected Product: Products not successfully delivered.
• Required Product Information: Details needed for listing Products accurately.
• Return Policy: Guidelines for returns, refunds, cancellations, or rejected Products.
• Returned Product: Product returned by the Customer.
• Rules of Packing & Shipping: Guidelines for product dispatch and handling.
• Seller Dashboard: Portal for Sellers using username and password.
• Seller Performance: Evaluation of the Seller according to Zulacart policies.
• Seller Support Dashboard: Service helping Sellers resolve issues and grow their
business.
• Shipped: Product sent for delivery to the Customer.
• Signup Process: Steps to register as a Seller on Zulacart.
• Third Party Logistics (3PL): External service provider for shipping.
3. ACCESS TO PLATFORM AND SELLER DASHBOARD
3.1. After completing the Signup Process, Zulacart provides a unique username and
password to access the Seller Dashboard.
3.2. Sellers must keep their business information, such as address and bank account, up
to date. Zulacart is not liable for incorrect information.
3.3. Sellers are responsible for the security of their password and any actions under it,
indemnifying Zulacart against unauthorized use.
3.4. Communication through Seller Dashboard or registered email is considered approved
by the Seller.
3.5. Messages not responded to within 72 hours are considered agreed upon by the Seller.
3.6. Sellers must complete a training module before selling on the platform.
3.7. All emails from Zulacart will be sent to the registered Seller email.
4. FEATURING PRODUCTS ON THE PLATFORM
4.1. Zulacart will feature the Seller’s Products for sale at the Listed Price. Products will
appear as sold by the Seller.
4.2. Promotions or discounts by Zulacart do not change Product ownership. Commission
and fees are based on the Listed Price.
4.3. Zulacart decides how Products are displayed and placed on the Platform.
4.4. Products may be delisted if they violate laws or the Seller breaches obligations. Sellers
will be notified immediately.
4.5. Sellers must provide Required Product Information accurately.
4.6. Zulacart may use or modify content provided by the Seller.
4.7. If Zulacart creates images of Products, a fee may apply, deducted from payments.
4.8. Listing a Product constitutes an offer to sell.
4.9. Customer orders create a binding contract between the Seller and Customer.
4.10. Zulacart is not responsible for resolving disputes between Sellers and Customers.
4.11. In case of conflict, this agreement prevails over any contract with a Customer.
5. SELLER PERFORMANCE
5.1. Sellers must follow Zulacart’s Compliance Policy to operate smoothly and avoid
penalties.
5.2. Sellers must follow the Customer Protection Policy; updates will be shared via email.
5.3. Zulacart monitors Seller performance and provides weekly reports:
• 5.3.1. Sellers are ranked based on performance with daily order limits per rank.
• 5.3.2. Zulacart can delist, upgrade, or downgrade Sellers based on performance
without notice.
• 5.3.3. Delisted Sellers may need to retake training; repeat offenders may be
blacklisted.
• 5.3.4. Certain Sellers may face financial penalties instead of delisting if standards
are not met. Offenses include:
o High return rates
o Not following packaging guidelines
o Cancellations or out-of-stock issues
o Slow order fulfillment
o Selling counterfeit or illegal Products
6. SELLER OBLIGATIONS TO CUSTOMER SERVICE
6.1. Zulacart may forward any customer questions or complaints about Products sold on
the platform to the Seller. The Seller must respond to Zulacart within 48 hours of receiving
the question or complaint.
6.2. Once the Seller responds, Zulacart will promptly forward the response to the
Customer.
6.3. If the Seller fails to respond within 48 hours, the Seller or its Products may be delisted
from the platform without further notice.
7. COMMISSION
7.1. As the Seller’s agent, Zulacart receives a commission for each Product sold, as
outlined in the Commission Schedule, unless special terms are agreed.
7.2. Commissions are calculated as a percentage of the Listed Price, including all taxes.
7.3. Commissions are deducted by Zulacart when making payouts to the Seller.
7.4. Zulacart may adjust commission percentages with 14 days’ notice to the Seller before
implementation.
8. PAYMENTS
8.1. Zulacart collects and processes all payments on behalf of the Seller. Payouts equal the
Listed Price minus commission, fees, penalties, or any other applicable amounts.
8.2. Payments are made weekly to the Seller’s Bank Account, no sooner than 7 days after a
Product is successfully delivered.
8.3. Payment statements are available in the Seller Dashboard with all relevant details.
8.4. Payments are made in Sri Lankan Rupees. Sellers can update their Bank Account
details in the Seller Dashboard. Payments are made via online transfer.
8.5. Zulacart is not responsible for payment failures due to incomplete or incorrect Bank
Account information provided by the Seller.
8.6. If a paid Product is returned by a Customer, Zulacart will deduct the equivalent amount
in the next payment cycle and return the Product to the Seller (per return policy).
8.7. If a Product is lost during transit or handling by Zulacart or 3PL, Zulacart will reimburse
the Seller.
8.8. If a Seller disputes the condition of a returned Product and Zulacart approves the
claim, Zulacart will reimburse the Seller. Ownership of the Product may temporarily
transfer to Zulacart for insurance or commercial purposes.
8.9. Zulacart may withhold or deduct any applicable taxes, duties, or amounts required by
law before making payments.
8.10. Any amounts owed to the Seller may be offset against sums owed by the Seller to
Zulacart or third-party claims arising from the Seller’s performance.
8.11. Sellers are responsible for all taxes, duties, fees, and charges related to the sale or
supply of Products. Zulacart is not liable for any such payments.
9. WARRANTIES
9.1. The Seller guarantees that all Products sold on the platform will:
• 9.1.1. Match the specifications, drawings, samples, and descriptions provided.
• 9.1.2. Be of merchantable quality and fit for their intended purpose.
• 9.1.3. Comply with all applicable laws, permits, and licenses.
9.2. The Seller also guarantees that:
• 9.2.1. It has the authority to enter into this agreement and any Customer Contracts.
• 9.2.2. Products and packaging meet all labeling and marking requirements.
• 9.2.3. No Products are produced using child, forced, or convict labor.
• 9.2.4. All business operations follow laws regarding labor, wages, and working
conditions.
• 9.2.5. All taxes and duties on Products have been paid.
• 9.2.6. Seller is legally allowed to sell the Products.
• 9.2.7. Products are safe, free of hazardous substances or prohibited materials.
• 9.2.8. Packaging and shipping comply with applicable laws; Seller indemnifies
Zulacart for violations.
• 9.2.9. All Product information provided to Zulacart is accurate and up to date.
• 9.2.10. No content infringes on intellectual property or is fraudulent.
• 9.2.11. All required consents, licenses, or approvals are obtained.
• 9.2.12. This agreement does not violate any law or regulation.
• 9.2.13. Seller complies with all applicable laws, treaties, and regulations for
contracts, imports, exports, health, safety, and environment.
• 9.2.14. Seller obtains any necessary permissions for Zulacart to feature Products on
the platform.
• 9.2.15. Seller provides requested financial, business, or personal information within
7 business days.
• 9.2.16. Seller is not involved in money laundering, terrorist financing, or illegal
activities, and Zulacart may verify compliance before authorizing accounts or
payments
.
10. INTELLECTUAL PROPERTY
10.1. Seller guarantees that importing, producing, selling, distributing, or featuring
Products does not infringe any intellectual property rights.
10.2. Seller owns or is licensed to use all intellectual property related to the Products.
Zulacart does not acquire any rights over the Seller’s intellectual property.
10.3. Seller is not aware of any third-party claims regarding intellectual property
infringement.
10.4. Both parties will defend, indemnify, and hold harmless each other from any costs,
losses, or liabilities arising from intellectual property disputes related to the Products.
10.5. Sellers may not use Zulacart’s intellectual property without written approval.
10.6. Neither party will make negative, defamatory, or harmful statements about the other,
their brand, or platform, or act in ways that damage the reputation, trademarks, or goodwill
of Zulacart or Sellers.
11. CONFIDENTIALITY
11.1. All Customer data, designs, drawings, specifications, communications, and
documents shared or created in connection with this agreement are confidential and the
intellectual property of both Zulacart and the Seller. The Seller may use this information
only for purposes of this agreement and must not share it with any third party without prior
written consent from Zulacart. Within the Seller’s organization, it should only be shared on
a need-to-know basis.
11.2. Both parties may require employees or personnel involved in this agreement to sign
individual confidentiality agreements. Any prior non-disclosure agreements related to
Product sales are incorporated into this contract.
11.3. Upon request or termination of this agreement, both parties must return all
confidential information, including copies.
11.4. Neither party may publicize, discuss, or reference the agreement, its content, or the
other party’s business without prior written consent, including via websites, press
releases, interviews, or advertising.
12. INDEMNIFICATION
12.1. The Seller agrees to release, defend, indemnify, and hold harmless Zulacart, its
affiliates, directors, officers, employees, contractors, and agents from any costs, fines,
penalties, damages, or liabilities arising from:
12.1.1. Defective Products sold to Customers.
12.1.2. Any Customer claims based on Contracts.
12.1.3. Defective packaging or shipping by the Seller.
12.1.4. Violations of law by the Seller, including unpaid taxes.
12.1.5. Any negligence or fault of the Seller or its affiliates.
12.1.6. Breach of warranties or representations in this agreement.
13. LIMITATION OF LIABILITY
13.1. The Zulacart platform and Seller Dashboard (including content, software,
functions, and materials) are provided “as-is”. The Seller uses the platform at their own
risk. Zulacart disclaims all warranties, including:
• Implied warranties of merchantability or fitness for a particular purpose.
• Warranties from course of dealings, performance, or trade usage.
• Liability in tort, including negligence.
Zulacart does not guarantee that the platform or Seller Dashboard will meet the Seller’s
requirements, be timely, secure, uninterrupted, or error-free. Zulacart is not liable for
service interruptions affecting order processing or transactions.
13.2. Since Zulacart is not a party to Customer-Seller contracts, any disputes between
Customers and Sellers release Zulacart from claims, damages, or liabilities.
13.3. Zulacart is not liable for loss of profit, revenue, business, data, or punitive
damages, even if informed of the possibility. Zulacart’s total liability is limited to the total
commissions paid by the Seller in the prior three months.
14. FORCE MAJEURE
14.1. Zulacart is not liable for delays or failures caused by events beyond reasonable
control, including:
14.1.1. Natural disasters, war, fire, accident, civil unrest, or requisition.
14.1.2. Government acts, regulations, restrictions, or prohibitions.
14.1.3. Import/export restrictions or embargoes.
14.1.4. Strikes, lockouts, or industrial disputes.
14.1.5. Shortages of raw materials, labor, fuel, or machinery.
14.1.6. Power failures or machinery breakdowns.
14.2. Zulacart may suspend services or deliveries during such events and is not liable for
losses suffered by the Seller, including failure to fulfill Customer contracts.
15. DURATION & TERMINATION
15.1. This agreement is valid for one year and automatically extends unless terminated by
either party.
15.2. The Seller may terminate the agreement with 30 days’ notice via registered letter.
15.3. Zulacart may terminate immediately if any of the events in 15.4 occur, in addition to
any legal or equitable rights.
15.4. Events of default include:
15.4.1. Breach of warranties or representations under this agreement or any Contract.
15.4.2. Failure to remedy any breach within 7 business days after notice from Zulacart.
15.4.3. Court-ordered winding up or dissolution of the Seller.
15.4.4. Appointment of a receiver, administrator, or encumbrancer over Seller’s assets.
15.4.5. Arrangements with creditors or seeking court protection from creditors.
15.4.6. Ceasing or threatening to cease business operations.
15.4.7. Zulacart reasonably believes any of the above events may occur.
15.5. Termination does not affect Contracts already entered into; the Seller must
complete all obligations to Customers.
15.6. Both parties must settle outstanding liabilities upon termination.
16. ASSIGNMENT
16.1. The Seller cannot assign this agreement, any Contract, or any payment due under it
without prior written consent from Zulacart. Even if consent is given, the assignment does
not increase or change Zulacart’s obligations, reduce Zulacart’s rights, or release the
Seller from its responsibilities under this agreement or any Contract.
16.2. Zulacart may assign this agreement, fully or partially, to any party, including its
affiliates.
16.3. The Seller must provide prompt written notice to Zulacart of any changes in its
ownership, organization, or in the production or manufacture of Products.
17. NOTICES
17.1. All notices between the Seller and Zulacart must be in writing.
18. RELATIONSHIP OF THE PARTIES
18.1. This agreement does not create a partnership, joint venture, franchise, employment,
or sales representative relationship. Zulacart’s liability toward the Seller is limited to its role
as a commission agent, as specified in this agreement.
19. MODIFICATIONS
19.1. Zulacart may modify or update these General Terms and Platform Policies at its
discretion. Updates take effect once posted on the Platform or Seller Dashboard. The
Seller is responsible for regularly reviewing these platforms. Continued use of the Platform
or Seller Dashboard means acceptance of the changes.
19.2. After any modification, the Seller has 14 days to accept the changes or communicate
disagreement via Seller Dashboard or email. If the Seller does not respond, it is considered
as acceptance of the changes.
20. MISCELLANEOUS
• The Seller can choose between two fulfillment models: Dropship (default) or FBZ.
Sellers can apply for FBZ by contacting their account manager or the Seller Support
Dashboard.
20.1. Any typographical or clerical errors in acceptance, invoices, or other documents by
Zulacart may be corrected without liability.
20.2. A waiver by Zulacart of any breach by the Seller does not waive future breaches of
the same or any other provision.
20.3. If any part of this agreement is found invalid or unenforceable, the remaining
provisions remain in effect.
20.4. Third parties (employees, agents, contractors, etc.) cannot enforce this agreement
without written consent from both parties.
20.5. This agreement is governed by the laws of Sri Lanka, and both parties submit to the
exclusive jurisdiction of Sri Lankan courts.
20.6. Zulacart can take legal action to protect its confidential information or exclusivity
rights, including through injunctive or equitable relief.
21. FULFILLMENT MODELS
21.1. DROPSHIP
Inventory Management
21.1.1. The Seller must maintain accurate inventories for all Products listed on the
Platform and update it daily through Seller Dashboard.
21.1.2. If the Seller anticipates a Product going out of stock, it must immediately update
inventory in Seller Dashboard.
21.1.3. If an out-of-stock Product is shown as available and a Customer orders it, the order
may be canceled, and the Seller may face penalties for breaching Platform Policies.
Order Processing & Packaging
21.2.1. Upon an order, Zulacart will forward order details to the Seller via Seller Dashboard,
including barcodes and other relevant information. Order status will show as Pending.
21.2.2. The Seller must process and package orders according to Handling Time in the
Customer Protection Policy and report any delays immediately.
21.2.3. Orders marked as “canceled” must not be handed over to 3PL or Zulacart Hub.
21.2.4. Packaging must follow the Packaging Guidelines.
21.2.5. The Seller must include the invoice, shipping label, and returns form with each
shipment.
Shipping & Ownership
21.3.1. The Seller remains the owner of Products until delivered to the Customer.
Returned or rejected items revert back to the Seller. Ownership never transfers to Zulacart.
21.3.2. The Seller acknowledges that:
• 3PL or Zulacart is not liable for losses due to government confiscation or missing
documents.
• 3PL and Zulacart can inspect shipments at any time.
• Parcels must include legally required forms.
• Orders marked “canceled” will not be processed.
• Continuous abuse may result in delisting of the Seller’s shop.
Cancellations, Returns, and Refunds
21.4.1. Customers may cancel orders before shipment.
21.4.2. Cancelled orders must not be dispatched.
21.4.3. Zulacart may issue refunds for pre-paid orders that are canceled or rejected.
21.4.4. Shipping costs for rejected products may be charged to the Seller.
21.4.5. Products will be accepted for return if they are:
• Defective/damaged, incorrect, incomplete, unused, unworn, with
tags/manuals/warranty/accessories intact, in original packaging.
21.4.6. Zulacart may bill the Seller for return shipping.
21.4.7. Quality control checks at Fulfillment Center determine validity of returns.
Invalid claims result in Product returning to Customer.
21.4.8. In disputes, Zulacart’s inspection and decision on Product condition is final.
21.4.9. Sellers must replace damaged Products or authorize a refund.
Replacement shipping may be billed to the Seller.
21.4.10. Return Policy takes priority in case of conflicts.
21.4.11. Failed delivery notifications are sent via Seller Dashboard; uncollected
packages will be scrapped after 10 days.
Additional Services
21.5.1. Pick-up Service: Zulacart may pick up processed packages; a fee may apply.
21.5.2. Cross-dock Processing: Zulacart may handle packaging/processing at Fulfillment
Center; fees may apply.
22. FULFILLMENT BY ZULACART (FBZ)
Inventory Management
22.1.1. The Seller delivers agreed Products to Zulacart Fulfillment Center or requests pick
up (fees may apply).
22.1.2. Products must be delivered within agreed timelines.
22.1.3. Product type/quantity changes require 5 business days’ notice.
22.1.4. Accurate Product information, codes, and pricing must be provided.
22.1.5. Zulacart will conduct Quality Checks (QC); rejected Products will be returned to
the Seller.
22.1.6. Products are stored at Fulfillment Center at Seller’s risk; storage fees may apply.
22.1.7. Sellers cannot create liens or mortgages over Products at Fulfillment Dashboard.
22.1.8. Zulacart may move or return Products; storage may create tax responsibilities for
the Seller.
Order Processing & Packaging
22.2.1. Zulacart handles dispatch and delivery to Customers.
22.2.2. Packing may be done by Zulacart with fees charged. Branding materials may be
applied.
22.2.3. Pick & Pack Fees may be applied; fees and policies may change.
Shipping & Ownership
22.3.1. Seller retains ownership until delivery to Customer. Returned Products revert to
Seller.
22.3.2. Zulacart ensures proper packaging and shipping.
22.3.3. Responsibilities for taxes, inspections, and legal forms remain as in Dropship
section.
Cancellations, Returns, and Refunds
22.4. Same rules as Dropship apply. Returned products are reincorporated into Seller
inventory. Replacement Products may be shipped, with costs billed to Seller.
Product Scrapping
22.12.1. Zulacart may scrap Products at Fulfillment Center based on policies (aging,
defective, uncollected). Sellers may not receive reimbursement except for certain defects.
Policy updates will be communicated via Seller Dashboard. Insufficient balances may
result in scrapping without reimbursement.
FBZ Marketplace Compliance
22.13.1. Zulacart may de-list non-compliant FBZ sellers. Eligibility criteria may change over
time.
23. CONSUMER AFFAIRS AUTHORITY ACT – SECTION 10(1)(a)
All skin creams and lotions must clearly indicate:
• Product name, Manufacturer, Importer/Distributor in Sri Lanka, Country of
Manufacture, Brand, Volume/Weight, Batch/Code, Manufacture & Expiry date,
Maximum Retail Price, Ingredients, Instructions, Warnings.
Applies to:
• Makeup creams/lotions, Cleansing creams, Moisturizers, Hair removal creams,
Sunscreens, Whitening creams, Vanishing creams, Cold creams, and other
regulated skin creams/lotions.
24. CONSUMER AFFAIRS AUTHORITY ACT – SECTION 12(2)
ACTING under the powers vested in it by Section 12(2) of the Consumer Affairs Authority
Act, No. 09 of 2003, the Consumer Affairs Authority directs that no Manufacturer, Importer,
Packer, Distributor or Trader shall manufacture, import, distribute, pack, store or sell or
display for sale, expose for sale, or offer for sale, wholesale or retail any skin creams and
lotions unless such skin creams and lotions shall conform to the permissible maximum
limits for heavy metals when tested in accordance with ISO/TR 17276 as specified in SLS
743 issued by the Sri Lanka Standard Institution.
Heavy Metal Max Limit
Lead (Pb) 10 mg/kg
Arsenic (As) 3 mg/kg
Mercury (Hg) 1 mg/kg
Cadmium (Cd) 3 mg/kg
Applies to the same products listed in Section 23.
This Direction shall come into effect from 31st December 2024.