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Terms and Conditions

This Exclusive Vendor Agreement that we reference to below is our Merchant/vendor Terms & Conditions. The terms & conditions in this agreement are a legally binding contract between you and DIWERSE (Private) Limited.

Appointment of Merchant/Vendor
  • DIWERSE hereby appoints the Merchant/Vendor and the Merchant/Vendor hereby expressly agrees to be appointed as a Merchant/Vendor of DIWERSE to sell and transact business with third party customers on the said digital market owned and operated by DIWERSE subject to the terms and conditions contained herein.
  • By opening a Diwerse Shop, you're agreeing to our Terms and Conditions, Privacy Policy and Terms of Use. www.diwerse.com which is the principal link is an online service provided by DIWERSE to enable Customers to purchase online products and services offered to them by the Merchant/Vendor registered with DIWERSE and make payments for such products and services purchased online via the said digital market owned and operated by DIWERSE
  • Once a Vendor/Merchant registers on DIWERSE website to become a Merchant/Vendor to sell such Merchant/Vendors will be notified by DIWERSE within three working days of the status of such application and it is only upon such status being communicated to the Merchant/Vendor that the Merchant/Vendor will be allowed to sell on the digital market platform. Thereafter, DIWERSE will notify the Merchant/Vendor of the username and password to access the digital market. And immediately consequent to accessing such a digital market the Merchant/Vendor shall change the password.
  • Once approved by DIWERSE, Merchant/Vendor will have access to their online account. The username and password entered at the time of their registration will enable them to edit/manage their personal details, shop details, product listings including other related functions provided for on the website and thereby manage their orders on the DIWERSE website . The Merchant/Vendor shall be solely responsible for maintaining the security of its username and password and at no point in time shall DIWERSE be held responsible for any unauthorized use of the Merchant/Vendor information consequent to the breach of the username and the password.
  • When a Customer places an order to purchase a product/service on the DIWERSE website, it shall be deemed to be an acceptance of the Merchant/Vendor's offer to sell the product/service on the website resulting in the creation of a binding contract between the Customer and the Merchant/Vendor and DIWERSE shall not be privy to such contract nor responsible for the fulfillment of the terms of such contract and the Merchant/Vendor shall at all times be totally responsible for the legal implications arising from the creation of such a contract.
Warranties and Representations
  • DIWERSE is not intended for use by Merchants/Vendors under the age of eighteen (18) years.
  • The Merchant/Vendor hereby warrants and represents for the benefit of DIWERSE that on the date of this Agreement and throughout the term, the information and the deliverables enumerated under the arrangement envisaged by this agreement do not and shall not:
    • infringe any third-party intellectual property rights
    • infringe confidentiality obligations owed to any third-party;
    • contain materially false or misleading statements.
  • The Merchant/Vendor and its employees are suitably qualified and competent to undertake the responsibilities enumerated herein in accordance with the terms of this Agreement.
  • The Merchant/Vendor warrants and represents to DIWERSE that all its Products and Services sold on the website whether manufactured, imported or otherwise produced by the Merchant/Vendor or others shall:
    • Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to and/or provided on the platform.
    • Be of quality and fit for the purpose(s) intended;
    • Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations of the said Republic of Sri Lanka.
  • The Merchant/Vendor furthermore warrants and represents to DIWERSE;
    • That the Merchant/Vendor is competent to enter into this agreement and that any Contract and the performance thereof constitutes a valid and binding agreement enforceable against the Merchant/Vendor as a user of the website and as a Seller thereon in accordance with the relevant terms thereof.
    • The Products and their packaging will comply with all applicable marking and labeling regulatory requirements. The information must be accurate, not misleading and easily understandable. The label or mark shall be durable, easily legible, visible, accessible and, in the case of a label, securely attached. To and from should be clearly labeled and able to be identified. If there is a waybill, it shall be printed and pasted on an area of the package that is clearly readable to avoid any confusion and ensure that to pack the product/s safely and securely with the right materials depending on the type of the product. Fragile items such as glassware, pottery/ceramics, pictures frames etc. shall be wrapped in bubble wrap or something similar preventing the damage of the product in transit and the item shall clearly be labeled as fragile.
    • None of the Product/s shall be produced or manufactured, in whole or in part, in violation of basic human rights under international human rights laws such as slavery, sexual exploitation, child labour, forced labour etc.
    • The Merchant/Vendor including the Merchant/Vendor’s subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of the Republic of Sri Lanka.
    • All customs duties, excise tax and any other tax on the import, manufacture or production of the Products shall be duly paid.
    • That the Merchant/Vendor is legally entitled and permitted to sell the Products that it is listing on the website.
    • That the Products are not dangerous and do not contain any hazardous materials such as explosives, gasses and flammable liquids, recalled items, and weapons that could harm human health or the environment
    • That in promoting the products on the website the Merchant/Vendor shall ensure that discrimination on any basis without limitation to gender, race, religion etc., shall not be pursued including hate speech of any form. This should be applicable to all communication including comments on the website by and between the Merchant/Vendor and third parties such as customers
    • That the Merchant/Vendor shall not transact any products that are forbidden for sale by the laws of the said Republic of Sri Lanka.
    • The Merchant/Vendor will package and deliver all Products in accordance with all applicable laws of Sri Lanka and the Merchant/Vendor shall be solely responsible for any violation of law/s and at all times and shall keep DIWERSE indemnified against the consequences of any such violations/breaches.
    • All information, including but not limited to information furnished to DIWERSE in relation to the Products/Services are accurate and up to date.
    • The Merchant/Vendor shall not host, display, upload, modify, publish, transmit, update or share any information which infringes any patent, trademark, copyright, proprietary rights, third party's trade secrets, rights of publicity, or privacy, is fraudulent or involves the sale of counterfeit or stolen items.
    • All formal consents, waivers, approvals, authorizations, exemptions, approvals, authorizations, exemptions, registrations, licenses or declarations with any authority or contracting party which are required to be made or obtained by the Merchant/Vendor in connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.
    • The entry, delivery and performance of this agreement or any Contract by the Merchant/Vendor will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof.
    • The Merchant/Vendor's performance under this agreement and any Contract/s entered into with Customers, the Merchant/Vendor shall strictly comply with all laws, treaties, ordinances, codes and regulations, and specifically with any import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this agreement may be performed. Upon a written request by DIWERSE the Merchant/Vendor shall provide any written certification of compliance required by any relevant regulatory body
  • If necessary, the Merchant/Vendor shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for DIWERSE to feature the Products on the Platform, at its own cost.
  • DIWERSE may also at any point require the Merchant/Vendor to provide any financial, business or personal information for any purpose whatsoever, and the Merchant/Vendor shall provide the same to DIWERSE within seven (7) Business Days of such request being made.
  • That the Merchant/Vendor nor its agents, employees, Subcontractors etc., are not engaged in any act of money laundering and any activity that facilitates money laundering, terrorism and/or any criminal activities and that the Merchant/Vendor is committed to anti-money laundering compliance in accordance with applicable laws of the Republic of Sri Lanka. DIWERSE reserves the right to carry out necessary money laundering, terrorism financing, fraud or any other illegal activity check before authorizing your account, payments or processing of any applicable refunds.
  • DIWERSE does not and shall not discriminate on the basis of race, color, religion, gender, class, age, national origin, disability, marital status or military status in any of its activities or operations.
  • DIWERSE will continue in its efforts to make DIWERSE a trusted platform with wonderful shopping experiences and shall not allow the Merchant/Vendor or the Customers/Buyers to use profanities, hate speech or misbehavior in their communication on the DIWERSE platform.
  • DIWERSE may, at any time, delist, downgrade, edit and/or change any product listings of the Merchant/Vendor depending on commercial and operational performance without any prior notice to the Merchant/Vendor.
Charges/Payment Process
  • The Merchant/Vendor is not required to pay a sign-up fee at the time of execution of this Agreement.
  • DIWERSE may revise their charges at any given point in time by giving reasonable notice of such revision to the Merchant/Vendor.
  • The applicable bank charges on transactions shall be borne by the Merchant/Vendor.
  • The customer of the Merchant/Vendor shall pay to DIWERSE via Visa or Mastercard or via a Bank Transfer or via COD.
  • DIWERSE shall make payment of the amount of the Listed Price for the Product(s) received from a Customer, less its commission fee of 15% 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.
  • The payments will be made to the Merchant/Vendor upon a request being made by the Merchant/Vendor via Vendor Dashboard and deposited in the Merchant/Vendor Bank Account. Processed payments will be made between 1-3 business days and reflected in the Merchant/Vendor's bank account within 72 working hours.
  • All payments will be made in Sri Lankan Rupees. In case the Merchant/Vendor wishes to change the information for the Bank Account, it may do so by updating its Bank Account information through the Merchant/Vendor Portal. Payments will be made via online transfer to the Bank Account specified by the Merchant/Vendor in the Merchant/Vendor Portal.
  • The Merchant/Vendor agrees that DIWERSE shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Merchant/Vendor with regards to the Merchant/Vendor's Bank Account.
  • Merchant/Vendors are allowed to come up with their own refund & return policy based on their products which will have to be clearly stated in their online shop on DIWERSE and each product listing.
  • In case a payment has been issued by DIWERSE to the Merchant/Vendor for a delivered item that is later returned by the Customer, DIWERSE will deduct an equivalent amount in the next cycle subject to the return policy stated herein.
  • Merchant/Vendor will have to coordinate returned items with the delivery partner. DIWERSE will not bear the cost for any items being returned.
  • The Merchant/Vendor shall be responsible for the 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. The Merchant/Vendor shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customers through the Platform and DIWERSE shall have no liability whatsoever in this regard.
Reversals Policy
  • The customer of the Merchant/Vendor shall be able to reverse a payment previously settled amount to the customer's card/account for transactions that have occurred within the 24 hours and the card/account is still active by making a request to DIWERSE via an authorized channel which is informed to the Merchant/Vendor by DIWERSE.
  • In case a Merchant/Vendor's Product is lost during transit, the Customer shall notify the Merchant/Vendor on the non-receipt of the item and the Merchant/Vendor may dispatch the same product to the Customer. If the item is lost during transit, the delivery partner is responsible for it
  • The refund process shall be completed within 7 working days by DIWERSE to the customer on:
    • 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.
    • Once the request has been made by the customer and the Merchant/Vendor has been informed and notified, the refund process shall begin.
  • The Customer shall inform within 3 days of the delivery of the faulty product to the Merchant/Vendor and the Customer shall reserve the right to return, exchange or request for a refund depending on the Merchants/Vendor's return policy listed on the product page at the time of the purchase
  • Each Merchant/Vendor is entitled to have their own Refund & Shipping policy
Obligations of the Merchant/Vendor
  • The Merchant/Vendor shall continuously encourage its Customers to make payments via www.diwerse.lk and www.diwerse.com.
  • The Merchant/Vendor shall be responsible for ensuring the security of the access credentials provided to her to access the www.diwerse.lk/www.diwerse.com. If a third party accesses the www.diwerse.lk/www.diwerse.com Merchant/Vendor account using the access credentials provided to the Merchant/Vendor, with or without his authorization, for all intent and purposes such access shall be considered an authorized access
  • The Merchant/Vendor hereby confirms that the Merchant's/Vendor's agents/ personnel have been adequately trained in the www.diwerse.lk/www.diwerse.com to use Vendors Portal and manage the orders.
  • The Merchant/Vendor shall prominently display in the place or places of business nominated on, www.diwerse.lk/www.diwerse.com details, insignia and other material provided by DIWERSE for the purposes of display and shall notify the public that payments for transactions can be made through www.diwerse.lk/www.diwerse.com material in connection with the www.diwerse.lk/www.diwerse.com service.
  • Should there be a request by the bank or any regulatory authority the Merchant/Vendor shall allow DIWERSE to examine records related to all transactions done on the website with prior notice.
  • The system architecture provided at the time of signing of the agreement shall be deemed final. Should the Merchant/Vendor require enhancements/changes to the system, such enhancements / Changes will be charged separately and will be agreed upon on a case-by-case basis.
  • Any correspondence or communication received through the Merchant/Vendor Portal and/or appointed email address shall be presumed as having originated from and have been made with the approval of the Merchant/Vendor and DIWERSE shall be entitled to rely on such correspondence or communication as being that from the Merchant/Vendor.
  • The Merchant/Vendor shall be responsible to make sure the product is being delivered by the given time period on each product listing.
  • The Merchant/Vendor is obliged to maintain inventory of all products featured on the platform and update its true inventory through the Merchant/Vendor Portal on a daily basis.
  • In the event that the Merchant/Vendor reasonably anticipates that any Products sold on the platform may go out of stock, it shall immediately update the inventory information on the Merchant/Vendor Portal.
  • If an out-of-stock product is shown as in stock on the platform due to the Merchant/Vendor's inability to update the correct inventory information for that product on the Merchant/Vendor Portal and a Customer place an order for such product the Merchant/Vendor may be penalized for breaching Platform Policies and any financial loss arising therefrom will have to be borne by the Merchant/Vendor and not the Customer.
  • Merchant/Vendor shall remain the sole and undisputed owner of the sold product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any product is returned or rejected by a Customer, the title and ownership of the product shall, immediately upon return or rejection, revert to the Merchant/Vendor who shall be the sole and undisputed owner of the product. Title and ownership of the products shall never pass to DIWERSE.
  • Merchant/Vendor shall not use DIWERSE for any purpose other than Merchant/Vendor's Business and in relation to the products sold on the DIWERSE digital market.
  • Merchant/Vendor shall immediately notify DIWERSE of any return of product/s by a Customer via Vendor Dashboard.
  • When the Merchant/Vendor receives notice of a Customer Order from DIWERSE on their Vendor Dashboard, the Merchant/Vendor shall fulfill the Customer Order in compliance with this agreement and make the purchased products available for pick up by a common carrier for delivery to the Customer.
  • The Merchant/Vendor shall be responsible for any non-delivery or delivery error in connection with the delivery of the product/s.
  • The Merchant/Vendor shall use and disclose only where relevant for the sole purpose of the completion of the sales transaction/s the personal information of customers and shall not use such information for any other purpose/s. DIWERSE shall not be held liable and in fact DIWERSE shall be indemnified by the Merchant/Vendor in the event of any breach of this clause by the Merchant/Vendor.
  • The Merchant/Vendors will be able to upload their products, images, and information for each product listing on their own through the vendor dashboard subject to the approval of DIWERSE for each such product.
Obligations of DIWERSE
  • DIWERSE will provide an electronic receipt confirming payment once a payment is made by a customer using the www.diwerse.lk and www.diwerse.com platform. This confirmation receipt will be emailed to the party which made the payment and shall contain a system generated receipt number and a copy of this receipt would be emailed to the designated email address of the Merchant/Vendor.
  • DIWERSE shall provide to the Merchant/Vendor access to www.diwerse.com designated Merchant/Vendor portal when approved by DIWERSE.
  • DIWERSE shall maintain the www.diwerse.lk and www.diwerse.com portal in working order to facilitate the settlement of Transactions. If for any reason, such as system maintenance, the portal needs to be offline, DIWERSE shall inform the Merchant/Vendor in advance giving reasonable notice.
  • Fees received will be transferred/settled to the Merchant/Vendor upon request via vendor dashboard. Excluding weekends and public holidays.
  • DIWERSE will provide training to the staff of the Merchant/Vendor in using the DIWERSE platform on a time and date mutually agreed with the Merchant/Vendor.
  • DIWERSE will ensure that all steps are taken to ensure data privacy and security against hackers but if for some unforeseen reason information is hacked and disclosed to third parties the Merchant/Vendor shall not make DIWERSE responsible for this breach. The Merchant/Vendor enters into this agreement acknowledging the possibilities of such an occurrence and agreeing hereby the DIWERSE shall not be held responsible unless the Merchant/Vendor could prove that such a breach was as a direct result of gross negligence on the part of DIWERSE.
  • DIWERSE will provide Customer support, unless restricted due to unforeseen circumstances.
  • DIWERSE shall reserve the right to review each Merchant/Vendor’s use of the platform and take any action that it deems necessary at its sole discretion to protect its good will and that of the Customers which may include without limitation to even suspending the Merchant/Vendor or terminating the contract.
  • DIWERSE may change or update the terms herein at any time at its sole discretion provided it gives the Merchant/Vendor prior notice in writing. Such changes/updates shall be notified to the Merchant/Vendors by email and immediately upon the proper delivery of such email the relevant changes/updates will come into effect.
Limitation of Liability
  • DIWERSE will provide an electronic receipt confirming payment once a payment is made by a customer using the www.diwerse.lk and www.diwerse.com platform. This confirmation receipt will be emailed to the party which made the payment and shall contain a system generated receipt number and a copy of this receipt would be emailed to the designated email address of the Merchant/Vendor.
  • DIWERSE shall provide to the Merchant/Vendor access to www.diwerse.com designated Merchant/Vendor portal when approved by DIWERSE.
  • DIWERSE shall maintain the www.diwerse.lk and www.diwerse.com portal in working order to facilitate the settlement of Transactions. If for any reason, such as system maintenance, the portal needs to be offline, DIWERSE shall inform the Merchant/Vendor in advance giving reasonable notice.
  • Fees received will be transferred/settled to the Merchant/Vendor upon request via vendor dashboard. Excluding weekends and public holidays.
  • DIWERSE will provide training to the staff of the Merchant/Vendor in using the DIWERSE platform on a time and date mutually agreed with the Merchant/Vendor.
  • DIWERSE will ensure that all steps are taken to ensure data privacy and security against hackers but if for some unforeseen reason information is hacked and disclosed to third parties the Merchant/Vendor shall not make DIWERSE responsible for this breach. The Merchant/Vendor enters into this agreement acknowledging the possibilities of such an occurrence and agreeing hereby the DIWERSE shall not be held responsible unless the Merchant/Vendor could prove that such a breach was as a direct result of gross negligence on the part of DIWERSE.
  • DIWERSE will provide Customer support, unless restricted due to unforeseen circumstances.
  • DIWERSE shall reserve the right to review each Merchant/Vendor's use of the platform and take any action that it deems necessary at its sole discretion to protect its good will and that of the Customers which may include without limitation to even suspending the Merchant/Vendor or terminating the contract.
  • DIWERSE may change or update the terms herein at any time at its sole discretion provided it gives the Merchant/Vendor prior notice in writing. Such changes/updates shall be notified to the Merchant/Vendors by email and immediately upon the proper delivery of such email the relevant changes/updates will come into effect.
  • DIWERSE shall not be liable for any payments made by any party using its website using incorrect information via the different payment methods (Visa/Master/Amex/Wallets/QR/CEFT).
  • DIWERSE shall not be liable for any loss or damages whether direct, incidental, special or consequential including but not limited to the loss of income or profits whether or not DIWERSE had prior knowledge of such damage/s unless the cause of such damage/s could be attributed to the gross negligence of DIWERSE.
  • DIWERSE shall not be liable for loss, damage, or delay caused by events beyond its control including but not limited to acts of God, perils of the air, weather conditions, mechanical delays, delays in information flows, hackers, computer virus threats, acts of public enemies, war, strikes, civil commotions, any epidemics or pandemics, or acts or omissions of the government and/or public authorities with actual or apparent authority.
  • All emails sent by DIWERSE shall be clearly marked as originating from DIWERSE. All such emails shall also include clear instructions on how to unsubscribe from its email service and any future emails. Such instructions shall either include a link to a page to unsubscribe or a valid email address for reply with “unsubscribe” as the email subject heading.
  • For administrative reasons email subscription data may be passed to and stored securely with third party service providers.
Term, Suspension, Termination
  • Such termination or suspension shall not affect any provision of this Agreement which is expressed or intended to survive or operate in the event of termination of this Agreement and shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement occurring prior to termination or in respect of any monies payable by either Party to the other or in respect of any other rights accrued in each case in respect of any period prior to termination.
  • Such termination or suspension shall not prejudice the benefits provided to Customers by either Party and both Parties undertake to fulfill their respective obligations under this Agreement towards any Customer serviced prior to any termination/suspension.
  • The Merchant/Vendor shall with immediate effect or within a period as notified by DIWERSE send to DIWERSE or otherwise dispose of in accordance with the directions of DIWERSE all property of DIWERSE in its possession or under its control including but without limitation all samples and any advertising, promotional or sales material relating to DIWERSE, applications, equipment then in the possession or under the control of the Merchant/Vendor:
    • The Merchant/Vendor shall no longer hold himself out as an entity authorized by DIWERSE and shall cease to promote, market, advertise or operate DIWERSE.
    • All rights granted by DIWERSE to the Merchant/Vendor to use the Intellectual Property pursuant to this Agreement shall automatically cease.
    • In case of expiry or the termination of this Agreement as the case may be, any costs incurred by DIWERSE in complying with the provisions of this Agreement specifically at the request of the Merchant/Vendor shall be for the account of the Merchant/Vendor.
    • The Merchant/Vendor shall have no claim whatsoever against DIWERSE for indemnification or compensation, whether for loss of income, loss of goodwill or otherwise, direct or indirect, upon the expiry or the sooner determination of this Agreement.
    • The Parties shall settle all dues within a period of sixty (60) days from the date of the expiry of this agreement or the termination as the case may be.
PUBLICITY
  • Unless mutually agreed otherwise, either party shall not advertise, promote or publicize any matter related to this agreement without prior written approval of the other party
NOTICE/ COMMUNICATIONS
  • Any notice or other communication to be given or sent by the Parties hereto shall be in writing by email as provided hereunder:
    • DIWERSE will contact Merchants/Vendors via Vendor Dashboard or email entered upon registration from Diwerse's registered business email, [email protected].
    • If you have any questions about our Merchant/Vendor Terms & Conditions, please email us at [email protected]
Contact Us
  • If you have any questions about these Terms and Conditions, you can contact us:
    • DIWERSE will contact Merchants/Vendors via Vendor Dashboard or email entered upon registration from Diwerse's registered business email, [email protected]
    • If you have any questions about our Merchant/Vendor Terms & Conditions, please email us at [email protected]