THIS SERVICES BUSINESS SOLUTION AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND YS CONSULTANTS, a partnership firm incorporated in the Islamic Republic of Pakistan with its registered office at Office no. 1, Building No. 103-C, Jami Commercial Street 11, D.H.A. Phase 7, Karachi, Pakistan.


As used in this Agreement, “we,” “us,”, “our” and “YS Consultants” means Dot2Dot and any of its applicable Affiliates, and “you” means the applicant (if registering for or using our service as an individual), or the business employing the applicant (if registering for or using our service as a business), “the Seller” and any of its Affiliates.

(altogether referred to as “the Parties”).

Terms in Capital letters have the meanings given to them in this Agreement

This document is an electronic record in terms of Electronic Transactions Ordinance 2002 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Electronics Transactions Ordinance of 2002.

This electronic record is generated by a computer system and does not require any physical or digital signatures.

  1. SCOPE

    1.1 Dot2Dot is an e-commerce based platform (the Platform) that provides an online marketplace which enables customers and sellers to transact online. Dot2Dot offers multiple services to facilitate the online sales through the Platform. We work as an agent for the sellers under the terms & conditions set hereunder and the Supplier Terms and Conditions (T&Cs).

    1.2 This agreement expressly supersedes prior agreements or arrangements, in writing and/or verbally, between the Parties unless expressly agreed otherwise between the Parties.

    1.3 The Parties agree that the business and commercial actions and behavior of both the Parties shall be with the view to provide ultimate customer satisfaction.

    1.4 Every transaction on the Platform is bounded to the acceptance of the terms of this Agreement as well as the Platform policies, work processes, annexures and other relevant details mentioned in this Agreement and/or available on Dot2Dot.

    1.5 This Agreement will be considered valid and shall be applicable under relevant law(s) as soon as it is electronically accepted by the Seller.

    1.6 The service provided by Dot2Dot is limited to managing the Platform on behalf of the Sellers which includes accepting, managing and providing logistics support for the orders on behalf of the Sellers as well as providing technical support and marketing services, if requested and procured by the Seller. This support is covered within the agreed level of commission whereas additional marketing services are subject to certain additional fees, as applicable.

    1.7 Dot2Dot may use the services of subcontractors (third party or by the Affiliates) to execute any part of the Agreement or any kind of future services being offered to the Seller without any prior intimation.

    1.8 Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

    1.9 If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected thereby.

    1.10 The Platform policies along with the Supplier T&Cs are to be read into and incorporated as an integral part of this Agreement. Due to constant improvement in our services, Platform policies will evolve and change over time (with notice to the Seller). The Seller is subject to this Agreement and the latest platform policies available on Dot2Dot.

    1.11 Notwithstanding any clauses in this Agreement, the terms herewith are to be read in line with the Supplier T&Cs. Any breach in the Supplier T&Cs would automatically constitute a breach of contract within this Agreement.

    1.12 In any event where the Supplier T&Cs are amended, we shall inform the Seller of the said amendment(s).


To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under the laws of the Islamic Republic of Pakistan. As part of the application, you must provide us with your (or your business) legal name, address, phone number, key contact person and e-mail address, as well as any other information we may request.

  • Dot2Dot shall feature the Seller Product(s) on the Platform for sale at mutually pre-agreed listed price (the Listed Price). The Platform shall show the Product(s) as being sold by the Seller and not by us and hence all the risk and rewards associated with the Product(s) shall be that of the Seller till the successful delivery of the order or unless the product(s) gets damaged during the delivery process, in which case the Product(s) shall be considered as Dot2Dot property.
  • Dot2Dot shall charge the commission on the sale of Product(s), which shall be mutually agreed between us.
  • The manner in which the Product(s) are featured on the Platform and its placement on the Platform shall be our sole responsibility and at our discretion only.
  • Dot2Dot has a right to offer certain additional promotions/discounts applicable on the Listed Price and the Seller agrees that this does not constitute a change in the ownership of the Product(s). Any Commission and/or fees charged will be upon the Listed Price including the applicable taxes.
  • If Product(s) listed on the Platform contravenes to any law or the Seller breaches any of its obligations under this Agreement, the Seller may be delisted at the discretion of Dot2Dot and in such case, the Seller shall be notified immediately.
  • Dot2Dot reserves the right to use, modify, adapt, publish, translate, reproduce and distribute any content relating to the Product(s) that the Seller provides.
  • As part of the Product(s) listing and at the request of the Seller, Dot2Dot may produce specialized digitized images and photographs of the Product(s) for display on the Platform.
  • The Product(s) listed on the Platform shall constitute to be an offer to sell as displayed on behalf of the Seller to all persons using the Platform.
  • When a customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product and a binding contract shall come into force between the Customer and the Seller. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with Dot2Dot.
  • All Contracts entered into between the Seller and a Customer shall be subject to this Agreement and in an event of any conflict between this Agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this Agreement shall prevail.
  1. Service Fee Payments; Receipt of Sales Proceeds
  • Payment made to the Seller (being a supplier/vendor) shall be considered as an Advance payment for all practical and legal purposes till such time the customer acknowledges the delivery of the ordered product.
  • In an event of Product(s) return from the customer in accordance with the Dot2Dot return policy, the Seller shall be obliged to accept the returned Product(s) and refund the amount immediately, equivalent to the amount made at the time when cash was collected against the processed order.
  • As an agent of the Seller, Dot2Dot shall be entitled to receive a commission for the sale of Product(s) on the Platform, agreed mutually, unless specified otherwise in any special terms agreed upon.
  • Commissions are calculated as a percentage of tax inclusive Listed price and is deducted when making a payout to the Seller (i.e. at the time of collection of product for delivery).
  • In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to us or third parties. These amounts may be refundable or non-refundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Platform Policies, may result in their forfeiture.
  • The Seller agrees to respect and follow Supplier T&Cs in order to operate their businesses under the Agreement and to avoid the consequences resulting from breaching them.
  • In order to maintain high quality service standards, the Sellers shall be subject to the internal quality assessment (Supplier Rating Mechanism or SRM) as governed by Dot2Dot Customer Protection Policy. We reserve the right to terminate the relationship with the Seller based on the results of the SRM. The assessment shall be primarily based on, but not limited to, the following:
  • Lack of respect of packaging guidelines;
  • Cancellations and orders out of stock;
  • Delays in preparing the orders; and
  • Selling counterfeit and illegal Products
  • Dot2Dot may, at any time, delist, downgrade or upgrade the Seller depending on commercial and operational performance without any prior notice to the Seller. However, the Seller shall be provided with an intimation about their performance status.
  • The Seller warrants that the Product(s) offered and sold on the Platform, whether manufactured or imported or provided by the Seller or others, shall:
  • Have all relevant regulatory permits and licenses, and conform to all the laws, ordinances, codes and regulations as applicable in Pakistan;
  • Strictly conforms to the specifications and descriptions referred to or provided to us and represented on the Platform; and
  • Be of merchantable quality and fit for the purpose(s) intended.
  • The Seller, furthermore, warrants and represents to us that:
  1. It is competent to enter into this Agreement and the performance thereof has been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with the terms thereof;
  2. The Product(s) and their packaging shall comply with all the marking and labeling requirements under relevant laws and regulations as applicable in Pakistan;
  • None of the Product(s) have been or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour;
  1. The Seller and its subcontractors, agents and suppliers involved in producing or delivering the Product(s) shall strictly adhere to all laws and regulations as applicable in Pakistan regarding the operation of their facilities and their businesses and labour practices, including but not limited to working conditions, wages, hours and minimum ages of workers as per the relevant laws and regulations as applicable in Pakistan;
  2. All customs duties, excises tax and any other tax on the import, manufacture or production of the Product(s) have been duly paid;
  3. It is legally entitled and permitted to sell the Product(s) which are offered to sell on the Platform;
  • The Product(s) is/are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per relevant laws and regulations as applicable in Pakistan;
  • In an event of violation of any clauses or sub-clauses stated above, the Seller shall be solely responsible and will indemnify Dot2Dot against the consequences of any such violations;
  1. the Seller 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;
  2. All formal consents, waivers, approvals, authorizations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Seller in connection with the entry into this Agreement or any contract and the performance of the same, have been duly obtained;
  3. The entry, delivery and performance of this Agreement or any contract by the Seller shall 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;
  • It is our responsibility to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing or of terrorist or criminal activities. We are committed to anti-money laundering compliance in accordance with applicable law and require our partners, officers and employees to adhere to these standards in preventing the use of our products and services for money laundering purposes. You warrant that you are not, in any way, actively involved in money laundering or financing of terrorist or criminal activities or any other illegal activity. We reserve 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, as needed; and
  • All information, including but not limited to all information furnished to us with regards to the Product(s) is accurate and up-to-date.
  • The Seller warrants, represents and covenants that its import, manufacture, production, sale, distribution and use of the Product(s) do not infringe directly or indirectly any Intellectual Property. The Seller warrants, represents and covenants that featuring of the Product(s) on the platform does not, directly or indirectly, infringe any Intellectual Property.
  • The Seller undertakes and represents to us that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Product(s) and the supply of the Product(s) which shall not be infringed due to marketing, promoting and featuring the Product(s) on the Platform. We acknowledge that we will not acquire any rights in respect of the Intellectual Property in relation to the Product(s).
  • The Seller represents and warrants to us that it is not aware of any claims made by any third party with regards to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, import, sale, distribution or use of the Seller’s Product(s).
  • You grant us a royalty-free, non-exclusive, right and license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials for the Services and to sublicense the foregoing rights to our Affiliates; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under the laws and regulations as applicable in Pakistan.
  • The Seller agrees to release, defend, indemnify and hold harmless Dot2Dot, including its affiliates, and any partners, officers, employees, contractors, or agents, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:
  • Any defect in Product(s) sold to any Customer;
  • Any claim made by any customer on the basis of any contract;
  • Any defect in the packaging or shipping of Product(s) unless during the course of the delivery;
  • Any violation of any law committed by the Seller, including any failure by the Seller to pay or collect any required taxes/duties on the import, manufacture, production or sale of the Product(s);
  • Any negligence or fault of whatever nature of the Seller or its affiliates, and any partners, director, officer, employee, contractor, or agent;
  • Your Product(s), including the offer, sale, refund, cancellation, return, or adjustments thereof, your materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by us), or property damage related thereto; or
  • Any breach in any warranty or representation made in this Agreement.
  • The Platform, including all content, software, functions, materials and information made available on or provided in connection with the use of the Platform are provided “as-is”. The Seller acknowledges and confirms that in an event, it accesses and uses the Platform, it will be done so at the Seller own risk. To the fullest extent permissible by law, Dot2Dot disclaims:
  1. Any obligation, liability, right, claim or remedy in tort, whether or not arising from our negligence;
  2. Implied warranties arising out of course of dealing, course of performance or usage of trade; and
  • Any representations or warranties regarding this Agreement, the contracts or the transactions contemplated by this Agreement, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement.
  • We do not warrant that the functions contained in the Platform shall meet the Seller requirements or be available, timely, secure uninterrupted or error free, and therefore, shall not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any contracts or transactions.
  • Since Dot2Dot is not a party to the contract between customers and Sellers, if a dispute arises between them, the customer and Seller release us (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
  • We will not be liable [whether in contract, warranty, tort (including negligence, product liability or other theory) or otherwise] to the Seller or any other person for cost of cover, recovery or recoupment of any investment made by the Seller in connection with this Agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement, even if we have been advised of the possibility of those costs or damages.
  1. Dot2Dot indemnification obligations

Dot2Dot will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) Dot2Dot’s non-compliance with laws and regulations as applicable in Pakistan; or (b) allegations that the operation of Dot2Dot infringes or misappropriates that third party’s intellectual property rights.

  • The term of this Agreement will start on the date of your completed registration for use of a Service and continue until terminated by us or you as provided below.

This agreement remains valid for one year extendable by implied agreement until one of the parties terminates it. You may at any time terminate your account or this Agreement immediately on notice to via email, or similar means. We may terminate your account or this Agreement for convenience with 30 days’ advance notice.

  • On or at any time after the occurrence of any of the events of default as stated below, we shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Seller.

The following shall constitute events of default:

  1. The Seller being in breach of any warranty or representation under this Agreement or any contract;
  2. The Seller being in breach of any obligation under this Agreement or any contract and failing to remedy the same on or before seven (7) Business Days from receipt of a written notice from us of such breach;
  • The Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or dissolution;
  1. The making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Seller’s assets;
  2. The Seller making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;
  3. The Seller ceasing or threatening to cease to carry on business; or
  • Dot2Dot reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
  • On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate. The Parties will settle all outstanding liabilities on termination of this agreement.

The Seller shall be responsible for payment of all customs duties, sales tax, excise tax, value-added tax and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Product(s) on the platform and their purchase by customers. It is clarified that the Seller shall be solely responsible for the payment of any sales tax on the supply of these Product(s) to the customer through the platform and Dot2Dot shall have no liability in this regard except to the extent that Dot2Dot calculates, collects, or remits taxes according to applicable law.


We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond our reasonable control:

  1. Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;
  2. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
  • Import or export regulations or embargoes;
  1. Interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving our employees or of a third party);
  2. Interruption of production or operation, difficulties in obtaining raw materials labor, fuel, parts or machinery; and
  3. General power failure or breakdown in machinery, if applicable.
  • You and us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement.
  • If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.


As used in this Agreement, the following terms have the following meanings:

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

“Listed Price” The listing price of the Product on the Platform and shall be that price at which the Seller informs that it wishes to sell any Product and which price shall include any taxes, whether federal, provincial or local, which the Seller is required and liable to pay on the sale or supply of each Product or type of Product. The Listed Price shall not be higher than the price at which the Seller offers the same Product through its own sales channel.

” Materials” means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to us.

“Person” means any individual, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

“Product(s)” means any product or service that you: (a) have offered through the Selling on Platform; or (b) have made available for advertising on the Platform

” Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the services; (b) in connection with any products or services provided for which Your Product(s) is/are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange.