Memorandum of Understanding

This Memorandum of Understanding (MOU) is made by and between:

The Made In Nepal (hereinafter referred to as “TMIN”) having its registered address at Koteshwor, Kathmandu, Nepal is validly registered as a private limited company named Swadeshi Utpadan Pvt. Ltd in Federal Democratic Republic of Nepal to provide services relating to e-commerce marketplace via


The Vendor/Seller (hereinafter referred to as “Vendor”), a sole proprietor/ company, validly registered pursuant to the laws of Nepal.

TMIN and the Vendor are hereinafter individually referred to as Party and collectively as the Parties.

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



  1. TMIN is involved in the business of providing e-commerce platform, internet marketing services, customer services, payment services, and fulfilment services to Vendors interested in selling their products on the internet, through the e-commerce marketplace platform & services offered by
  2. TMIN supports local manufacturers to build up their brand and get registered to the online marketplace as Vendors of made in Nepal products. TMIN believes in the idea of promoting Nepali products both nationally and internationally. TMIN also intends exporting Made in Nepal products in the global
  3. The Vendor is in the business of selling products in the categories selected as part of this MOU
  4. The Vendor, in view of increasing their sales, is desirous of using the services of TMIN for selling their products online through and fulfilment & delivery of the
  5. The Parties are desirous of recording the terms and conditions of their MOU for the purposes set out above subject to provisions and conditions set forth herein; NOW THEREFORE, in consideration of the foregoing and the promises contained herein the Parties, hereto agree as follows:

NOW THEREFORE, in consideration of the foregoing and the promises contained herein the Parties, hereto agree as follows:


I. Services to be provided by The MIN:

  1. E-commerce marketplace services: TMIN offers an end-to-end E-Commerce marketplace platform that will allow the Vendor to set-up an online store on By doing this Vendor can upload their products on the site, manage various aspects of the online store on self-service basis, and make it available to buyers for purchase. TMIN E-commerce marketplace services also include complimentary use of business tools available on through a specific login to be created by TMIN for the Vendor.
  2. Internet Marketing Services: TMIN runs intensive internet marketing services for the entire marketplace to drive traffic. TMIN can also run specific internet marketing programs and traffic acquisition plans for the Vendor for a fee as decided by the TMIN.
  3. Payment Services: Customers can make payments for their orders at TMIN using payment options including credit card, debit card, net banking, digital wallet, as well as COD (cash on delivery). has created a wide network of payment gateways as well as companies handling
  4. Order Fulfilment: TMIN shall provide customer support services and shall ensure delivery and completion of the
  5. Customer Support and Grievance Officer: The Vendor shall agree that the Grievance Officer of TMIN, the details of whom have been provided on its website, shall also be appointed for the Vendor and shall perform all functions as being performed for TMIN is accordance with the applicable


II.  Obligations of the Vendors:

  1. The Vendor shall agree, accept and be bound by TMIN Privacy Policy, Terms of Use, Policies and Rules, and all agreements, terms and conditions, terms of use etc., that are duly communicated in writing to the Vendor or are displayed on the website from time to time and are updated from time to time, which are incorporated herein by reference.
  2. The Vendor shall pay the selling service fee and fulfilment service fee as agreed upon.
  3. The Vendor shall create an online catalogue of products and upload product listings in their online store at The Vendor acknowledges that he shall be solely responsible for the relevant reference numbers of the products and the Vendor shall create, acquire and upload legitimate and accurate catalogue
  4. The Vendor shall be responsible for maintaining and publishing all information relating to products on their online store and shall have non-exclusive right to display, advertise and offer for sale its products on the online platform. The product sold by the Vendor is genuine and new and is not old/used one or a counterfeit product.
  5. The Vendor undertakes to ensure that descriptions, images, and other content pertaining to goods or services on their platform is accurate and corresponds directly with the appearance, nature, quality, purpose and other general features of such good or
  6. The Vendor shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold in Nepal by the Vendor. The Vendor shall also ensure that the advertisements for marketing of goods or services are consistent with the actual characteristics, access and usage conditions of such goods or services as displayed on the TMIN website The Vendor acknowledges that any and all liabilities arising in connection with any defect, fault or shortcoming in the product(s) including but not limited to infringement of intellectual property rights of any third party, shall be of the Vendor alone and TMIN shall not be liable for the same in any manner whatsoever. The Vendor agrees to keep TMIN harmless and indemnified in this regard.
  7. The Vendor shall regularly update product price and quantity and assumes any liability for the wrong price or product quantity/availability (in case product gets sold). TMIN shall not be liable for the same in any manner whatsoever and the Vendor agrees to keep TMIN harmless and indemnified in this
  8. The Vendor shall deliver the sold products to TMIN fulfilment team within 3 working days or ship it directly to the customer if the prior approval has been obtained from the TMIN within 3 working days after the order has been
  9. The Vendor shall be responsible for after sales service for the product and to handle any customer complaint regarding product quality and warranties. TMIN shall not be liable for the same in any manner whatsoever and the Vendor agrees to keep TMIN harmless and indemnified in this
  10. All tax related liabilities and other liabilities including but not limited to sales tax, VAT etc. relating to the sale of the product shall be responsibility of the Vendor. TMIN shall not be liable for the same in any manner whatsoever and the Vendor agrees to keep TMIN harmless and indemnified in this
  11. Strictly refrain from uploading any socially and politically objectionable items, adult/mature content or products, any other material which are of restricted nature / require license like alcohol etc. and any material protected by copyright, trademark, patent or trade secret or other laws without the permission of the author or owner. TMIN shall not be liable for the same in any manner whatsoever and the Vendor agrees to keep TMIN harmless and indemnified in this
  12. The Vendor shall ensure that the product pricing on will be same or less as available on any other site on the internet including Vendor’s own site.
  13. The Vendor agrees to bear the cost of both the forward shipping and reverse shipping for the items sold as Cash on Delivery and returned due to no claim by the buyer. The Vendor further agrees to bear the cost of two way shipping and restocking charges in the event of product being delivered is significantly different from listing description.
  1. The Vendor agrees to be bound by the TMIN Return Policy to accept the items returned by customers.
  2. The Vendor agrees to respond to RTO Orders Delivered within 48 hours. All the RTO order will be send directly back to the Vendor. An automated mailer will be sent out every day with the list of orders. In case of any discrepancy the Vendor must respond within 48 hours to TMIN Vendor
  3. The Vendor acknowledges that all payments by TMIN to the Vendor shall be after deduction of any money due from the Vendor to TMIN including selling fees, fulfilment fees, return charges against any other orders,
  4. The Vendor agrees to provide to TMIN legal name, principal geographic address of its headquarters and all branches, the name and details of its website, its e-mail address, customer care contact details such as fax, landline, and mobile numbers and and PAN details. The Vendor hereby agrees that in case of request by the customer, such details of the Vendor shall be provided to


III.  Representation & Warranties of the Vendor

The Vendor hereby represents and warrants that:

  1. It has the full right, power and authority to enter into this Agreement and perform its obligations
  2. Its execution, delivery and performance of this Agreement, and TMIN exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third-party obligation by which it is
  3. It will comply with all applicable Laws in its performance of this Agreement in connection with the offering and sale of all products and services offered and/or sold through the
  4. It has necessary legal rights to publish the products, pictures, data and other details published by the Vendor on including any trademarks, logos or devices forming part of the same and is not putting up any details as mentioned in this MOU or otherwise on which may result in a third party claim against TMIN or its directors, members, officers and employees or other Vendors/vendors.


IV.  Indemnity

The Vendor agrees to defend and hold TMIN and its affiliated and related entities, and any of their shareholders, officers, directors, agents and employees harmless from and indemnified against any claims, lawsuits, penalties and damages arising out of any breach by Vendor of this MOU or the representations and warranties contained in this MOU or of any terms and conditions and/or policies of TMIN as available on In the event of any third party claim in relation to the products being traded by the Vendor on which is caused due to default of the Vendor, the Vendor shall, on demand pay borne charges.

In the event of a third party claim, specifically in relation to infringement of intellectual property rights of such third party, TMIN shall be entitled to provide all details of the products, Vendor, sales completed or pending, deliveries made as may be required by such third party or mandated by an order or judgment of any court or other judicial or quasi- judicial authorities and Vendor shall be under an obligation to ensure that TMIN is not a made a party to any such third party claims as described herein and shall promptly and unilaterally take adequate steps to absolve TMIN from any liability of any nature whatsoever, either present or anticipated.

Vendor acknowledges and agrees that TMIN may at its sole discretion hold, suspend or debit an amount from Vendor’s payment as compensation, in the event Vendor has been found to be in breach of its obligations or warranties under this MoU or it has been alleged by a third party that the Vendor is in breach of policies of Vendor acknowledges that the aforesaid remedies shall be addition to the right of TMIN to terminate this MoU forthwith without any notice to Vendor.


V. Termination

Without prejudice to any other remedies BOTH PARTIES shall have the right, at any time, to terminate this MOU forthwith, by giving a notice in writing to the OTHER PARTY.


VI. Governing Law and Jurisdiction

This MOU shall be governed by and construed in accordance with the law of Nepal and the parties hereto submit to the exclusive jurisdiction of the courts at Kathmandu, Nepal.


VII. Electronic Execution

This MOU is being executed electronically and each Party recognizes that the same is validly executed and shall form a binding agreement between the Parties and no Party shall claim invalidity of this MOU merely on the grounds that this MOU is being executed electronically. For the aforementioned purposes, the Parties hereby agree that this MOU is being concluded and executed at Kathmandu, Nepal.


VIII. Assignment

Vendor shall not be entitled to assigns its rights and obligations under this MOU without prior written consent of TMIN.


Vendor Name:

Accepted Time and Date: