Merchant Terms

These Terms and Conditions apply to Merchants/Sellers/Service Requesters (as defined below) who have registered with Pathao Commerce as such and upon acceptance of these Terms have started to use Pathao Commerce Services (‘Pathao Commerce’ or the ‘Services’ as defined below).

By using the Services, you (“Service Requester”) agree that you have read, understood, accepted, and agreed unconditionally with the terms of use as stated herein (the “Pathao Commerce Terms and Conditions”, or the “Terms and Conditions”, or the “Agreement”).

The Terms and Conditions stated herein constitute a legal Agreement between you and Pathao Limited (“Pathao”, “Pathao Commerce” or the “Company”).

Pathao Limited is an information technology-enabled service company that provides commerce solutions through the Platform, including storefront management, product catalogue management, inventory management, checkout links, order management, digital payment facilitation and other commerce-related services.

By using the Pathao mobile application (the “Application”) or Pathao website (collectively, the “Pathao Commerce Platform” or the ‘Platform’) for the purpose of offering or using Pathao Commerce (the “Service”), you hereby expressly acknowledge and agree to be bound by the Terms and Conditions (the “Terms and Conditions”), and any future amendments and additions to the Terms and Conditions as published from time to time at https://pathao.com/terms/. Where you use any courier or logistics services through the Platform, the applicable Pathao Courier Terms and Conditions shall also apply.

Once agreed, your continued use of the Service, shall constitute your consent to and acceptance of the Terms and Conditions prospectively. You further agree to the representations made by yourself below.

Pathao Limited reserves the right to amend or update these Terms and Conditions at any time as it thinks fit.

Once agreed, you are bound by these Terms and Conditions while availing of the Service. If You decide not to agree to these Terms and Conditions and wish to discontinue using the service, you must notify the Company at once. Terms of separation are detailed hereinunder in Clause 5 of this Agreement.

Pathao Limited and the Service Requester/Merchant/Seller are hereinafter referred to individually as a “Party” and jointly as the “Parties”.

1. Definition

For the purpose of these Terms and Conditions, wherever the context so admits and requires, the following words shall have the following meanings:

1.1. “Account” means the Merchant account created and maintained on the Platform for the purpose of accessing and using the Commerce Services.

1.2. “Checkout Link” means a payment-enabled electronic link or similar payment interface generated through the Platform that enables a Customer to place an Order and make payment for products or services offered by the Merchant.

1.3. “Commerce Services” means the technology-enabled commerce solutions provided by Pathao through the Platform, including but not limited to merchant onboarding, storefront creation and management, product catalogue management, inventory management, warehouse management, checkout link generation, order management, customer communication tools, digital payment facilitation, reporting, analytics, and such other commerce-related products, features or services as may be introduced by Pathao from time to time.

1.4. “Courier Services” means the courier and logistics services provided by Pathao from time to time, which shall be governed by the applicable Pathao Courier Terms and Conditions.

1.5. “Shop Services” means the digital marketplace, online shop and related commerce services made available by Pathao through the Platform that enable Merchants to list, display, promote and sell Products to Customers, including product listing, Shop management, order management and other related features and services, which shall be governed by the applicable Pathao Shop Terms and Conditions.

1.6. “Customer/End Customer/Recipient” means any individual or legal entity that purchases or intends to purchase Products from the Merchant through the Platform and, where applicable, the ultimate recipient of such Products.

1.7. “Digital Payment” means any payment made electronically through mobile financial services, debit cards, credit cards, internet banking, payment gateways, QR-based payment systems or any other electronic payment method supported by the Platform.

1.8. “Merchant” means any individual, sole proprietorship, partnership, company, corporation, organization or other legal entity registered with Pathao to access or use the Commerce Services and, where applicable, the Courier Services and/or Shop Services, subject to the applicable Terms and Conditions governing such Services.

1.9. “Order” / “Service Request” means any request for the purchase of Products received by the Merchant through the Platform, including without limitation orders originating from Storefronts, Shop, Checkout Links, manual order entries, social commerce channels, third-party integrations or any other sales channel integrated with the Platform.

1.10. “Platform” means the Pathao Commerce website, merchant dashboard, mobile application, APIs, software, technology infrastructure and all related digital interfaces through which the Services are made available.

1.11. “Product” means any lawful goods or services offered, advertised or sold by the Merchant through the Platform.

1.12. “Product Catalogue” means the collection of Products, descriptions, specifications, images, pricing, stock information and other related details uploaded or maintained by the Merchant on the Platform.

1.13. “Service Requester” means a Merchant requesting any Services through the Platform.

1.14. “Service Request Panel” / “Merchant Panel” / “Panel” means the online dashboard or interface provided by Pathao through which a Merchant may access and manage the Services, including product catalogue management, inventory management, warehouse management, storefront management, Shop management, order management, checkout links, payment management and other commerce-related features. Where courier booking functionality is made available through the Panel, the use of such functionality shall be subject to the applicable Pathao Courier Terms and Conditions.

1.15. “Services” means the Commerce Services made available by Pathao under these Terms and Conditions and, where applicable, the Shop Services and/or Courier Services used by the Merchant, each of which shall be governed by its respective applicable terms and conditions, policies and procedures.

1.16. “Storefront” means the Merchant’s digital storefront or online shop created and managed through the Platform for displaying Products, receiving Orders and facilitating customer interactions.

1.17. “Warehouse” means any storage facility, pickup location, fulfilment centre or other location designated by the Merchant through the Platform for the storage, processing or dispatch of Products. Where the Merchant uses Courier Services, such Warehouse may also be used for courier pickup subject to the applicablePathao Courier Terms and Conditions.

1.18. “Terms and Conditions/Agreement” shall mean this Agreement or Terms and Conditions and include all further amendments and annexures thereto.

2. Scope of the Service

The Commerce Services offered by Pathao will include merchant account setup, warehouse management, storefront creation and management, product catalog management, inventory management, order management, checkout link generation, digital payment facilitation (where applicable), reporting, analytics and other commerce-related services made available through the Platform from time to time. Where the Merchant avails any Shop Services or Courier Services through the Platform, such services shall additionally be governed by the applicable Pathao Shop Terms and Conditions and Pathao Courier Merchant Terms and Conditions, as amended from time to time, which are hereby incorporated into and form an integral part of these Terms by reference.

3. Service Steps

Service Steps are hereby stipulated as follows:

• A. Merchant Registration and Data Consent
• B. Warehouse Setup and Account Configuration
• C. Product Catalogue, Storefront and Checkout Link Management
• D. Order Placement, Processing and Inventory Management
• E. Courier Booking (Where Applicable)
• F. Payment Collection and Settlement (COD, Digital Payment and Prepaid Orders)
• G. Return of Orders
• H. Complaints and Compensation
• I. Chat and Communication Platform Usage

A. Merchant Registration and Data Consent

3.1. To access and use the Commerce Services, a Merchant must register and create a Merchant Account through the Platform or through such registration process as may be prescribed by Pathao from time to time. Where applicable, an existing Pathao Courier Merchant may activate the Commerce Services through the Platform without creating a separate account, subject to Pathao’s approval and these Terms.

3.2. The Merchant shall provide complete, accurate and up-to-date information during registration, including, where applicable, its business name, trade license, TIN, VAT registration, authorized representative details, bank or MFS account information, warehouse details and such other information as may be required by Pathao. The Merchant shall promptly update any changes to such information. Pathao shall be entitled to rely on the information provided by the Merchant and shall not be liable for any loss arising from inaccurate, incomplete or misleading information. Pathao may reject, suspend or terminate any Merchant Account where the information provided is false, incomplete or cannot be verified.

3.3. The Merchant shall provide accurate and valid bank account and/or MFS account details for settlement purposes. Pathao shall process settlements based solely on the account details provided by the Merchant and shall not be responsible for any loss, delay or failed settlement resulting from incorrect or outdated account information provided by the Merchant.

3.4. By registering for and using the Commerce Services, the Merchant expressly consents to the collection, use, storage, processing and transfer of its information and all data relating to its Products, Product Catalogue, Inventory, Warehouses, Orders, Customers, Payments and other Commerce-related activities for the purpose of providing the Services, in accordance with the applicable laws of Bangladesh and Pathao’s Privacy Policy.

3.5. The Merchant may contact the Pathao Support Center or such other support channels designated by Pathao from time to time for any queries relating to the Commerce Services.

B. Warehouse and Courier Account Setup

3.6. Before processing Orders or requesting Shop Services or Courier Services, the Merchant shall create and maintain one or more Warehouse profiles through the Platform, containing accurate warehouse name (including pickup location(s) and online inventory management location(s)), address, contact person and contact number.

3.7. The Merchant shall ensure that all Warehouse information remains complete, accurate and up to date. The Merchant shall be solely responsible for any failed pickup, delayed delivery or operational issue arising from inaccurate or outdated Warehouse information.

3.8. Where the Merchant elects to use Shop Services or Courier Services through the Platform, the Merchant shall complete such courier account setup, verification and activation requirements as may be prescribed by Pathao. The use of Shop Services and Courier Services shall be subject to the applicable Pathao Shop Terms and Conditions and Pathao Courier Terms and Conditions, respectively.

3.9. Pathao may suspend, restrict or refuse Warehouse activation, Shop Services or Courier booking/pickup requests where the relevant information cannot be verified, is incomplete, inaccurate or where the Merchant otherwise fails to comply with these Terms, the applicable Pathao Shop Terms and Conditions, Pathao Courier Terms and Conditions or applicable laws.

C. Product Catalogue, Storefront and Checkout Link Management

3.10. The Merchant may create, upload, modify and manage its Product Catalogue, Storefront and Checkout Links through the Platform in accordance with these Terms.

3.11. The Merchant shall ensure that all Product information, including product names, descriptions, images, prices, discounts, stock availability, specifications, dimensions, weight and declared values, is accurate, complete and up to date.

3.12. The Merchant shall be solely responsible for the legality, authenticity, quality, ownership and accuracy of all Products and Merchant Content displayed on the Platform. The Merchant shall not list any prohibited, restricted, counterfeit or intellectual property infringing Products.

3.13. The Merchant shall ensure that all information displayed on its Storefront, including pricing, promotional offers, refund policy, return policy, shipping policy and contact information, is accurate and complies with all applicable laws.

3.14. Pathao may, without prior notice, suspend, remove, reject or disable any Product, Storefront, Checkout Link or Merchant Content that violates these Terms, applicable laws, Pathao policies or creates operational, legal or reputational risk.

D. Order Placement, Processing and Inventory Management

3.15. Orders may be received through the Merchant’s Storefront, Checkout Links, manual entry, integrated sales channels or any other channel supported by the Platform. Such Orders may be prepaid or Cash on Delivery (COD), as applicable.

3.16. Before confirming any Order, whether prepaid or Cash on Delivery (COD), the Merchant shall verify product availability, pricing, inventory, customer details, payment method, delivery information and all other relevant Order details.

3.17. The Merchant shall maintain accurate inventory records through the Platform and shall be solely responsible for any failed Order, cancellation, delay or customer dispute arising from inaccurate inventory, pricing or Order information.

3.18. Upon confirmation of an Order, whether prepaid or Cash on Delivery (COD), the Merchant shall process and fulfil the Order within the timeline communicated to the Customer.

3.19. Pathao may restrict Order processing, Checkout Link usage or Storefront functionality where inaccurate inventory, repeated failed Orders, policy violations or operational risks are identified.

E. Courier Booking (Where Applicable)

3.20. Where the Merchant elects to use Courier Services through the Platform, the Merchant may create a courier booking after confirming that the relevant Order is ready for fulfilment.

3.21. All pickup, transportation, delivery, return, proof of delivery, service levels and other operational aspects of the Courier Services shall be governed by the applicable Pathao Courier Terms and Conditions.

F. Shop Services (Where Applicable)

3.22. Where the Merchant elects to use Shop Services through the Platform, the Merchant may create, manage and process its Shop, Products and Orders in accordance with the applicable Pathao Shop Terms and Conditions.

3.23. All listing, order processing, customer interaction, payment, return, refund, cancellation and other operational aspects of the Shop Services shall be governed by the applicable Pathao Shop Terms and Conditions.

G. Payment Collection and Settlement

3.22. The Platform may facilitate Cash-on-Delivery (COD), digital payment and prepaid payment methods, subject to availability and applicable service terms.

3.23. The applicable payment method shall be selected by the Merchant at the time of Order confirmation. Where payment for an Order has been successfully completed through a digital or prepaid payment method, the Merchant shall not require the Customer to make any further payment for the same Order amount upon delivery, except for any additional charges expressly applicable to the Order.

3.24. Settlement of amounts payable to the Merchant shall be made in accordance with the applicable settlement model. For digital payment settlement, a settlement charge of 1.5% shall apply where the settlement is made through MFS, and a settlement charge of 2% shall apply where the settlement is made through bank transfer. Such settlement charge shall be deducted from the amount payable to the Merchant at the time of settlement.

3.25. Where payment collection or settlement relates to Shop Services or Courier Services, the applicable Pathao Shop Terms and Conditions or Pathao Courier Terms and Conditions shall also apply. The applicable payment, collection, settlement, and accounting procedures shall be followed separately in accordance with the respective terms and conditions of the relevant services.

H. Returns, Refunds and Failed Deliveries

3.26. Where Shop Services are used, returns, refunds, cancellations and related customer claims shall be processed in accordance with the applicable Pathao Shop Terms and Conditions.

3.27. Where Courier Services are used, returned Orders, failed deliveries, customer refusals and related matters shall be processed in accordance with the applicable Pathao Courier Terms and Conditions.

3.28. The Merchant shall inspect any returned Product upon receipt and notify Pathao of any applicable claim within the prescribed claim period and in accordance with the applicable service terms and procedures.

I. Complaints and Compensation

3.28. The Merchant may submit complaints relating to the Commerce Services through the support channels designated by Pathao from time to time.

3.29. Complaints relating to Shop Services or Courier Services, including product listing, order, payment, return, refund, loss, damage, failed or delayed delivery, shall be handled in accordance with the applicablePathao Shop Terms and Conditions or Pathao Courier Terms and Conditions, respectively.

J. Chat and Communication Platform Usage

3.30. Where the Platform provides chat, messaging, communication or other customer interaction functionality, the Merchant shall be solely responsible for all communications, messages, content, offers, representations, commitments and actions made or undertaken through such functionality by the Merchant, its employees, agents, representatives or authorized users.

3.31. The Merchant shall ensure that all use of the chat and communication functionality complies with all applicable laws, regulations, customer consent requirements, anti-spam requirements, data protection requirements, Pathao policies and applicable terms, policies and requirements of any third-party communication platform or channel integrated with the Services, including Meta, WhatsApp, Messenger, Facebook and any other applicable platform.

3.32. Pathao shall not be responsible or liable for any Merchant-generated message, communication, offer, claim, promotion, representation, misrepresentation, commitment or other content or action, or for any customer dispute, fraud, spam, abusive communication, unlawful communication or violation of any applicable third-party platform terms or policies arising from the Merchant’s use of the chat or communication functionality.

3.33. The Merchant shall be solely responsible for obtaining and maintaining all consents, permissions and authorizations required for sending communications to Customers through the Platform or any integrated third-party communication channel and shall not send unsolicited, misleading, fraudulent, abusive, unlawful or otherwise prohibited communications.

3.34. Pathao shall have the right to monitor, log, review, restrict, suspend or terminate the Merchant’s access to the chat or communication functionality, or any related Services, where Pathao reasonably believes that such use may violate applicable laws, customer rights, third-party platform terms or policies, Pathao policies, security standards, or may adversely affect Pathao’s platform access, reputation, systems, business operations or other legitimate interests.

3.35. Any restriction, suspension or termination under Clause 3.34 shall be without prejudice to any other rights or remedies available to Pathao under this Agreement or applicable law.

4. Service Fee

4.1. No Service Fee shall be charged to the Merchant for availing the Pathao Commerce Services. For Pathao Courier Services and Pathao Shop Services, the applicable fees and charges shall be governed by the relevant Pathao Courier Terms and Conditions and Pathao Shop Terms and Conditions, respectively, as applicable.

4.2. The applicable fees and charges for Pathao Courier Services and Pathao Shop Services shall be published on the Platform, communicated to the Merchant or otherwise determined in accordance with the relevant terms and conditions applicable to such Services.

4.3. Pathao reserves the right to revise, introduce or withdraw any applicable fee or charge for Pathao Courier Services or Pathao Shop Services in accordance with the relevant terms and conditions applicable to such Services, by publishing or otherwise communicating the revised fees or charges to the Merchant.

4.4. Pathao may deduct any applicable fees or charges from amounts payable to the Merchant or may invoice such fees separately, depending on the applicable payment or settlement model.

4.5. Pathao may, at its sole discretion, offer discounted pricing, promotional rates or customized commercial arrangements to eligible Merchants based on mutual agreement, business requirements or commercial feasibility.

5. Termination

5.1. Both the parties reserve the right to terminate this Agreement without assigning any reason whatsoever by serving 30 (thirty) days prior notice of termination to the other.

5.2. Without prejudice to any other rights or remedy it may have, either Party may terminate this Agreement with immediate effect upon providing written notice of termination to the other Party, in the event of the following circumstances:

• (a) Failure to pay any amount due under this Agreement in full within 05 (five) working days past the due date. Pathao may decide to transfer such due account to the third-party debt recovery service company.
• (b) Any Party is in breach of this Agreement and does not rectify the breach within 30 (thirty) days of notice by the non-breaching party; or
• (c) In the event that the other Party becomes bankrupt or insolvent, or goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation), or if an order is made or a resolution is passed for the winding up of the other Party, or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other Party’s assets or business, or if the other Party makes any composition.

5.3. In the event of termination of this Agreement by either party, the Service Requester shall be liable to return or destroy any and all documents which are the property of Pathao in its possession within 15 (fifteen) days of termination and certify to Pathao that it has done so.

5.4. In the event of termination of this Agreement by either party, financial liabilities on either side shall be mutually reconciled and settled by both Parties without undue delay. Both Parties shall commit reasonable time and resources to reconcile outstanding balances and complete the settlement process.

5.5. Both Parties agree to mutually review the progress and status of services being rendered pursuant to this Agreement, keeping in mind the business viability, and will accordingly extend/update/modify the Agreement as required.

5.6. Without prejudice to any other rights or remedies, Pathao may immediately suspend the Services or the Service Requester’s account in case of fraud, policy violation, prohibited goods, false information, COD manipulation, unpaid dues, repeated failed/fake orders, or where the Service Requester exposes or is likely to expose Pathao to any legal, regulatory, operational, financial, or reputational risk.

Miscellaneous

6. Severability

If any of the provisions of this Agreement shall be held invalid or unenforceable by reason of the scope or duration thereof or for any other reason, such invalidity or unenforceability shall attach only to the particular aspect of such provision found invalid or unenforceable and shall not affect any other provision of this Agreement. To the fullest extent permitted by law, this Agreement shall be construed as if the scope or duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable.

7. Confidentiality

7.1. This Agreement and related contents are confidential and neither party shall disclose the contents either in full or in part to any third party either in a hard or soft format without the prior written approval from the other party.

7.2. The parties covenant and agree to keep confidential and secret, whether stated to be confidential or not, all verbal and written communications and all other information that the parties came to know pursuant to the relationship created by this agreement.

7.3. The parties shall not use or disclose to any person, firm, corporation or other business entity any confidential information, and shall not in any other way publicly or privately disseminate any confidential information, and shall not help anyone else to do any of the foregoing.

7.4. In respect of any data provided to others, the receiving party of the confidential information shall return or destroy the data forthwith upon being required by the other party or immediately without request upon the expiry or termination of this Agreement.

7.5. The liabilities of the parties under this confidentiality clause shall remain valid and effective beyond the termination of this Agreement.

8. Representation and Warranties

8.1. Each Party represents and warrants that it has all necessary statutory and regulatory permissions, approvals, permits, and license(s) for the running and the operation of its establishment and for the conduct of its business, more particularly, for performing its obligations under this Agreement;

8.2. Each Party represents and warrants in relation to the other Parties that:

• (a) The execution of this Agreement and the performance of its obligations under this Agreement and the implementations of the terms and conditions contemplated hereby do not constitute a breach of any agreement, arrangement or understanding, oral or written, entered into by it with any third party;
• (b) The execution of this Agreement and the performance of its obligations under this Agreement and implementation of terms and conditions contemplated hereby are not a violation of any statute, regulation, rule, order, decree, injunction, or any other restriction of any government agency or court of law or of any regulations authority to which it is subject or of any of the provisions of its’ constitutional documents.

8.3. The Merchant represents and warrants that it has the legal right to sell its products, all necessary licenses and authorizations, valid rights to use any intellectual property, and that all product information, pricing, taxes, and order fulfilment are accurate and compliant with applicable laws.

9. Intellectual Property Rights

9.1. Nothing in this Agreement shall be deemed to confer any assignment or license of the intellectual property rights of any Party to the other Party and all the intellectual property rights of the parties shall remain the property of the respective parties.

9.2. The Merchant grants Pathao a limited, non-exclusive, non-transferable, royalty-free right and license to use, display, reproduce, and publish the Merchant’s logo, trademarks, Product images, Product descriptions, Storefront content, and other branding materials provided by the Merchant solely for the purpose of operating, facilitating, marketing, and promoting the Commerce Services.

9.3. Pathao shall use the Merchant’s intellectual property rights only for the purposes specified under this Agreement and shall not modify, sublicense, transfer, or use such intellectual property rights for any unrelated purpose without the Merchant’s prior written consent.

9.4. All such intellectual property rights are the exclusive properties of the respective parties, and the other party is only permitted to use the intellectual property rights in the manner specified in this agreement or contained in the written instructions issued by the respective parties, or as agreed by the parties in writing.

9.5. The parties shall comply with all specific instructions from the other party and procedures pertaining to the intellectual property rights prescribed by the parties from time to time, and shall obtain written approval of the other party in the manner set out herein for all advertisements, publications and communications including or referring to the intellectual property rights.

10. Indemnity

10.1. Each Party (“Breaching Party”) shall at all times hereafter indemnify and keep the other Party (“Non-Breaching Party”) fully indemnified against all losses, damages, costs, charges, expenses, interests, and disbursements of any nature whatsoever arising out of third party claims, demands, actions or proceedings, which the Non-Breaching Party may pay, incur, suffer or sustain or be liable to pay, incur, suffer or sustain as a result or consequence, direct or indirect, of any breach or failure to perform any of the provisions of this Agreement by the Breaching Party or by its employees and/or representatives.

10.2. In addition to all remedies available in law and equity, any Party who breaches or attempts to breach this Agreement shall be liable to the other Party for any legal fees, costs, and any kind of financial liabilities incurred in the successful enforcement of this Agreement.

10.3. The Merchant shall indemnify and hold harmless Pathao from any claims, losses, liabilities, or damages arising from the Merchant’s products, pricing, taxes, intellectual property, customer disputes, false information, misuse of the Platform, or violation of applicable laws.

11. Force Majeure

11.1. The term ‘Force Majeure’ as employed herein shall include but is not limited to acts of God, acts of the public enemy, wars, riots, epidemics, pandemics, civil disturbances, change of law, and any other similar events, not within the control of either party and which by the exercise of due diligence neither party is able to overcome.

11.2. If either Party is temporarily unable by reason of force majeure to meet any of its obligations under the Agreement, and if such Party gives to the other party written notice of the event within (15) fifteen days after its occurrence, such obligations of the Party shall be suspended as it is unable to perform by reason of the event as long as the inability continues for a maximum period of thirty (30) days and may be terminated with 15 (fifteen) days’ notice if the inability continues beyond thirty (30) days.

11.3. Neither party shall be liable to the other party for loss or damage sustained by such other party arising from any event or delays arising from such event.

12. Non-Exclusivity

Terms of engagement under this Agreement shall be deemed non-exclusive in nature for both Parties. This means Pathao can render similar services to other Merchants/Service Requesters and likewise, any Merchant registered with Pathao can avail of services similar to other Courier and Logistic companies in the market.

13. Non-Assignment of Rights and Obligations

Neither Party shall assign, delegate or transfer its rights and obligations under this Agreement to any person or entity without the prior written consent of the other Party.

14. Effect of Headings

The subject headings of this Agreement are for the purpose of convenience only and shall not affect the construction or interpretation of any of its provisions.

15. Limitation of Liability

15.1. To the maximum extent permitted under applicable laws, Pathao shall not be liable for any loss, damage, claim, dispute, or liability arising out of or relating to matters beyond Pathao’s control, including but not limited to the quality, legality, accuracy, or condition of Products offered by the Merchant, customer disputes unrelated to the logistics or technology services provided by Pathao, inventory discrepancies, stock shortages, overselling, or any incorrect, incomplete, or inaccurate information provided by the Merchant.

15.2. Pathao shall not be responsible for any failure, delay, or error arising from third-party payment service providers, banking channels, payment gateways, or other third-party systems used for processing transactions.

15.3. The Merchant shall remain solely responsible for ensuring the accuracy of Product information, inventory details, pricing, availability, compliance with applicable laws, and fulfillment of obligations towards Customers.

15.4. Pathao’s liability, if any, arising directly from its provision of the Services shall be limited to the extent permitted by applicable laws and shall not include any indirect, incidental, special, consequential, or loss of profit damages.

16. Governing Law

This Agreement shall be governed and construed in accordance with the laws of the People’s Republic of Bangladesh.

17. Dispute Resolution

17.1. All questions, disputes, or differences whatsoever which may at any time arise between the parties hereto or their respective representatives touching these presents or the subject matter hereof or arising out of or relating thereto respectively and whether as to construction or otherwise which is not settled by negotiation or other agreed mode of settlement shall be referred to arbitration as per the provisions of the Arbitration Act, 2001 shall apply.

17.2. All disputes relating to the terms and conditions of this Agreement shall be settled amicably between the Parties within 15 (fifteen) business days. If the amicable settlement fails or the 15 business days period expires without any settlement, the dispute shall be referred to for arbitration in accordance with the provisions of the Arbitration Act, 2001. The language of the arbitration shall be English and the place of arbitration shall be Dhaka, Bangladesh.

17.3. The Parties hereto agree to be bound by any arbitration award rendered under this clause as the final adjudication. The decision of the Arbitral Tribunal shall be final and binding on the Parties. Any arbitration award may, if necessary, be enforced by any court or authority having jurisdiction. The Parties undertake and agree that all arbitral proceedings conducted under this Article shall be kept strictly confidential, and all information, documentation and materials in whatever form disclosed in the course of such arbitral proceedings shall be used solely for the purpose of those proceedings.

18. Notice and Communication

All notices, requests, or communications between the Parties under this Agreement shall be in writing and must be communicated via email, fax or post, dashboard notifications, SMS, postal mail, or any other official communication channel designated by Pathao. Service Requesters can reach out to their assigned Key Account Manager for any inquiry or call Merchant Support helpline at 09610-003030. Merchants can also send their queries to https://help.pathao.com/merchant-help-center/.