Supplier Agreement

SANMIRAA

Technologies Pvt. Ltd.

SUPPLIER AGREEMENT

MARKETPLACE OFFER CONTRACT

ОФЕРТА ДЛЯ ПОСТАВЩИКОВ МАРКЕТПЛЕЙСА

Last updated / Последнее обновление: June 2026

sanmiraa.com | sanmiraa2026@gmail.com

ENGLISH VERSION

This Supplier Agreement and Marketplace Offer Contract (“Agreement”) is a legally binding contract between Sanmiraa Technologies Pvt. Ltd. (“Sanmiraa”, “the Platform”, “we”, “us”) and any individual, company, or legal entity (“Supplier”, “you”) registering as a product seller or supplier on the Sanmiraa Marketplace at sanmiraa.com.

By completing the supplier registration process and accepting this Agreement, you confirm that you have the legal authority to enter into this contract on behalf of yourself or your organisation, that you have read and understood all terms herein, and that you agree to be bound by them.

This Agreement constitutes a public offer (oferta) within the meaning of applicable contract law. Acceptance of the Agreement (aktsept) occurs at the moment the Supplier completes registration and confirms acceptance through the Platform.

1. Definitions

The following terms have the meanings set out below throughout this Agreement:

Platform / Marketplace

The Sanmiraa digital ecosystem and marketplace, including the website at sanmiraa.com, mobile applications, and all associated tools and infrastructure operated by Sanmiraa Technologies Pvt. Ltd.

Supplier

Any individual, company, or legal entity registered on the Platform as a seller of physical or digital products through the Sanmiraa Marketplace.

Buyer

Any registered user of the Platform who purchases products listed by the Supplier through the Marketplace.

Listing

A product page created by the Supplier on the Marketplace, including title, description, images, pricing, availability, and delivery terms.

Order

A confirmed purchase by a Buyer of one or more products from a Supplier's Listing, processed through the Platform's checkout system.

Commission

The percentage fee deducted by Sanmiraa from each completed Order payment, as set out in Section 6.

Prohibited Products

Products or categories that are not permitted to be listed on the Marketplace, as defined in Section 4.

Escrow

The Platform's payment holding mechanism, whereby Buyer funds are reserved and held by Sanmiraa pending Order fulfilment and confirmation.

Supplier Panel

The Supplier's account dashboard on the Platform, used to manage Listings, Orders, inventory, and account settings.

2. Registration and Eligibility

2.1 Eligibility Requirements

To register as a Supplier on the Platform, you must:

Be a legally registered business entity or an individual with the legal right to sell goods commercially in your jurisdiction.

Provide accurate, current, and complete registration information, including your full legal name or business name, registered address, tax identification number (where applicable), and contact details.

Pass Sanmiraa’s supplier verification process, which may include submission of business registration documents, identity verification, and product compliance documentation.

Confirm that all products you intend to list comply with applicable law in your jurisdiction and in the jurisdictions of the Buyers you will serve.

Agree to all terms of this Agreement and Sanmiraa’s Marketplace Policies as published on the Platform.

2.2 Account Accuracy and Updates

You are solely responsible for maintaining the accuracy of your Supplier Panel information. You must update your account details promptly when your business information, contact details, banking information, or product range changes. Sanmiraa reserves the right to suspend or remove Supplier accounts found to contain false, misleading, or materially inaccurate information.

2.3 One Account Per Supplier

Each legal entity or individual may register only one Supplier account on the Platform. Creating duplicate accounts to circumvent restrictions, ratings, or compliance requirements is prohibited and will result in permanent removal of all associated accounts.

3. Product Listings

3.1 Listing Requirements

All product Listings on the Marketplace must:

Contain an accurate, complete, and non-misleading product title, description, and images that truthfully represent the product.

Display the correct price in the currency specified, inclusive of all charges except shipping (which must be separately itemised).

Accurately state product availability, stock levels, and estimated delivery timeframes.

Include all legally required information, including product specifications, material composition, country of origin, safety warnings, and age restrictions where applicable.

Comply with all applicable consumer protection and product labelling laws in the Supplier’s jurisdiction and in the jurisdictions where the product will be sold.

3.2 Image and Content Standards

All product images and content must:

Be original photographs or legally licensed images of the actual product being sold.

Not contain watermarks from competing platforms or third-party logos without authorisation.

Accurately represent the product’s colour, dimensions, and condition.

Not include misleading before/after comparisons, false certifications, or unsubstantiated claims.

3.3 Listing Moderation

Sanmiraa reserves the right to review, reject, modify, or remove any Listing that violates this Agreement, Platform policies, or applicable law. Sanmiraa will make reasonable efforts to notify the Supplier of any Listing removal and the reason for it, but is not obligated to restore removed Listings.

3.4 Pricing

Suppliers set their own prices for products listed on the Marketplace. Sanmiraa does not fix or mandate product prices. However, Sanmiraa reserves the right to remove or demote Listings where pricing is found to be materially deceptive, artificially inflated to manipulate discounts, or in violation of applicable price regulation laws.

4. Prohibited Products and Content

The following products and categories are strictly prohibited on the Sanmiraa Marketplace:

Counterfeit, pirated, or replica products infringing third-party trademarks, patents, or intellectual property rights.

Products requiring regulatory licences or certifications that the Supplier cannot provide.

Weapons, firearms, ammunition, or components thereof.

Hazardous substances, controlled chemicals, or materials regulated under applicable health and safety law without proper certification.

Stolen goods or products obtained through illegal means.

Products subject to international trade sanctions or embargoes.

Adult-only content, explicit materials, or items unsuitable for minors without appropriate age verification.

Products making unsubstantiated health, medical, or safety claims.

Any product whose listing or sale would violate applicable law in the Supplier’s jurisdiction or the Buyer’s jurisdiction.

Sanmiraa reserves the right to expand this list of prohibited products and categories at any time with notice to Suppliers. Listing prohibited products will result in immediate Listing removal and may result in account suspension or termination.

5. Order Fulfilment

5.1 Fulfilment Obligations

Upon receipt of an Order confirmation through the Platform, the Supplier is obligated to:

Confirm the Order within 24 hours or reject it with a stated reason if the product is unavailable.

Pack and dispatch the Order within the timeframe stated in the Listing or agreed with the Buyer.

Provide accurate tracking information through the Supplier Panel within 24 hours of dispatch.

Ensure the product dispatched matches the Listing description, images, and specifications exactly.

Pack products securely to prevent damage during transit.

5.2 Delivery Responsibility

The Supplier is solely responsible for the physical delivery of products to Buyers. Sanmiraa acts as a marketplace intermediary only and is not responsible for delivery delays, lost shipments, or damage in transit caused by the Supplier or third-party logistics providers selected by the Supplier. The Supplier must cooperate with Buyers in resolving delivery issues promptly.

5.3 Out-of-Stock and Cancellations

If a product becomes unavailable after an Order has been placed, the Supplier must:

Notify the Buyer and Sanmiraa immediately through the Platform.

Cancel the Order through the Platform’s cancellation process, triggering an automatic full refund to the Buyer.

Repeated Order cancellations due to stock management failures will negatively affect the Supplier’s rating and may result in reduced visibility or account suspension.

5.4 International Shipments

For cross-border Orders, the Supplier is responsible for:

Compliance with all applicable export control laws in the country of dispatch.

Accurate declaration of goods on customs documentation.

Payment of all applicable export duties and taxes in the Supplier’s jurisdiction.

Informing Buyers of any import duties or taxes that may be payable in the Buyer’s country.

6. Payments and Commission

6.1 Escrow Payment Model

All product payments on the Marketplace are processed through Sanmiraa’s escrow system. When a Buyer places an Order, the payment is held in escrow by the Platform and is released to the Supplier only after the Buyer confirms receipt of the product in satisfactory condition, or after the Platform’s standard release period expires without a dispute being raised.

6.2 Commission Structure

Sanmiraa deducts a commission from each completed Order payment released to a Supplier. Commission rates vary by product category:

Product Category

Commission Rate

Notes

Furniture & Large Items

8%

Standard rate

Home Decor & Accessories

12%

Standard rate

Lighting

10%

Standard rate

Textiles & Soft Furnishings

10%

Standard rate

Building & Renovation Materials

7%

Due to lower margin category

Digital Products & Downloads

15%

Higher margin category

Other / General

12%

Default rate if no category match

Commission rates are subject to change with 30 days’ prior notice published on the Platform. Changes apply to new Orders placed after the effective date of the change.

6.3 Payment Processing and Withdrawal

Once released from escrow, funds are credited to the Supplier’s Platform wallet, net of the applicable commission. Suppliers may withdraw funds to their nominated bank account or payment method, subject to:

Minimum withdrawal thresholds as displayed in the Supplier Panel.

Standard processing times of 3–7 business days depending on jurisdiction and payment method.

Applicable third-party payment processor fees (Sanmiraa does not charge an additional withdrawal fee).

6.4 Disputed Payments

In the event of a Buyer dispute, refund request, or chargeback, Sanmiraa reserves the right to place a hold on the relevant funds pending resolution. If a refund is approved by Sanmiraa’s support team or arbitration process, the refund amount will be deducted from the Supplier’s wallet or from future payments.

6.5 Taxes

The Supplier is solely responsible for all taxes, VAT, GST, or other applicable levies on sales made through the Platform, in accordance with the laws of their jurisdiction. Sanmiraa does not collect or remit taxes on behalf of Suppliers except where required to do so by applicable law.

7. Returns, Refunds and Disputes

7.1 Supplier Return Policy

Each Supplier must set a clear return policy for their products within the Supplier Panel, in compliance with Sanmiraa’s Minimum Return Standards:

Products that arrive damaged, defective, or materially different from the Listing description must be accepted for return and the Buyer refunded in full.

Return requests must be processed within 5 business days of the Supplier receiving the return request.

The Supplier bears return shipping costs for damaged, defective, or incorrectly described products.

7.2 Non-Returnable Items

Suppliers may designate certain products as non-returnable, provided this is clearly disclosed in the Listing before purchase. Non-returnable designations are not permitted for:

Products that arrive damaged or defective, regardless of the Supplier’s return policy.

Products that materially differ from their Listing description.

7.3 Dispute Resolution

In the event of a dispute between a Buyer and a Supplier that cannot be resolved directly, either party may escalate to Sanmiraa’s support team by submitting a dispute request to sanmiraa2026@gmail.com with the subject line “DISPUTE – [Order ID]”. Sanmiraa’s team will review all evidence submitted and issue a binding resolution within 14 business days.

8. Intellectual Property

8.1 Supplier’s Warranties

By listing products on the Marketplace, the Supplier warrants that:

All product images, descriptions, and content in Listings are either original or used under a valid licence.

The products listed do not infringe any third-party patent, trademark, copyright, design right, or other intellectual property right.

The Supplier has all necessary rights and authorisations to sell the products in the jurisdictions where they are offered.

8.2 Sanmiraa’s Rights

The Supplier grants Sanmiraa a non-exclusive, royalty-free, worldwide licence to display, reproduce, and promote product images and descriptions from the Supplier’s Listings on the Platform and in Sanmiraa’s marketing materials for the purpose of promoting the Marketplace and the Supplier’s products. This licence does not give Sanmiraa the right to resell or commercially exploit the Supplier’s products independently.

8.3 Infringement Reporting

If the Supplier believes that a third party has listed products on the Marketplace that infringe the Supplier’s intellectual property rights, the Supplier should report this to sanmiraa2026@gmail.com with supporting evidence. Sanmiraa will investigate reported infringements and take appropriate action, including removal of infringing Listings, in a timely manner.

9. Product Safety and Compliance

The Supplier is solely responsible for ensuring that all products listed on the Marketplace comply with:

All applicable product safety standards and regulations in the Supplier’s jurisdiction and in the jurisdictions where the products are sold.

All applicable labelling, packaging, and consumer information requirements.

All relevant certifications, quality marks, or regulatory approvals required for the product category (e.g. CE marking, GOST certification, BIS certification).

In the event of a product safety issue, recall, or regulatory action affecting products listed on the Platform, the Supplier must notify Sanmiraa immediately at sanmiraa2026@gmail.com and cooperate fully with any required product withdrawal or recall process.

10. Supplier Conduct and Prohibited Actions

Suppliers must not:

Solicit Buyers to conduct transactions outside the Platform to circumvent Sanmiraa’s commission or escrow system.

Manipulate Listing rankings, search results, or Buyer reviews through artificial means.

Offer incentives or payments in exchange for positive reviews.

Use the Platform to distribute spam, unsolicited communications, or unauthorised advertising to Buyers.

Misrepresent the origin, quality, specifications, or certifications of their products.

Create duplicate or sham Listings to circumvent Platform policies.

Share account credentials with unauthorised third parties.

11. Ratings and Moderation

11.1 Buyer Reviews

Buyers may leave public ratings and reviews of Supplier products and service after Order completion. Reviews contribute to the Supplier’s overall rating on the Platform and are visible to all users.

11.2 Moderation

Sanmiraa monitors Supplier activity to maintain Marketplace quality standards. Sanmiraa reserves the right to:

Issue warnings for minor violations of this Agreement or Platform policies.

Temporarily suspend a Supplier’s account or remove specific Listings pending investigation of a complaint or policy violation.

Permanently remove a Supplier from the Platform for serious, repeated, or fraudulent violations of this Agreement.

Sanmiraa will make reasonable efforts to notify the Supplier of moderation actions and the reasons for them, unless disclosure would compromise an ongoing investigation.

12. Confidentiality and Data Protection

Suppliers agree to:

Keep confidential all non-public information relating to Buyers, their Orders, and personal data accessed through the Platform.

Use Buyer personal data only for the purpose of fulfilling the Order to which it relates.

Not use Buyer data for unsolicited marketing, profiling, or any purpose beyond Order fulfilment without the Buyer’s explicit consent.

Implement reasonable security measures to protect Buyer data from unauthorised access or disclosure.

Notify Sanmiraa immediately at sanmiraa2026@gmail.com in the event of any actual or suspected breach of Buyer personal data.

Sanmiraa’s Privacy Policy, available at sanmiraa.com, governs the processing of personal data by the Platform.

13. Limitation of Liability

To the maximum extent permitted by applicable law:

Sanmiraa acts as a marketplace intermediary and is not the seller, manufacturer, or importer of any products listed by Suppliers. Sanmiraa is not liable for the quality, safety, or compliance of Supplier products.

Sanmiraa’s total liability to any Supplier arising from or in connection with this Agreement shall not exceed the total commission paid by that Supplier to Sanmiraa in the three (3) months preceding the claim.

Sanmiraa shall not be liable for indirect, incidental, special, or consequential damages, including loss of profits or loss of business, arising from the Supplier’s use of or inability to use the Platform.

Sanmiraa does not guarantee any minimum sales volume, Order frequency, or revenue for any Supplier.

Nothing in this clause limits Sanmiraa’s liability for fraud, wilful misconduct, or any liability that cannot be excluded by applicable law.

14. Term and Termination

14.1 Term

This Agreement commences on the date the Supplier completes registration and accepts these terms and continues until terminated in accordance with this Section.

14.2 Termination by Supplier

A Supplier may terminate this Agreement and close their account at any time by submitting a request through the Supplier Panel or by contacting sanmiraa2026@gmail.com. Termination takes effect after all active Orders have been fulfilled or cancelled and all outstanding payments have been settled.

14.3 Termination by Sanmiraa

Sanmiraa may terminate this Agreement and remove a Supplier’s account:

Immediately and without notice, in cases of fraud, listing of prohibited products, serious misconduct, or material breach of this Agreement.

With 14 days’ notice, for repeated or persistent minor violations of Platform policies.

With 30 days’ notice, if Sanmiraa ceases to operate the Marketplace or materially changes access terms for Suppliers.

14.4 Effect of Termination

Upon termination, the Supplier’s account and Listings will be deactivated. Any outstanding payments for completed Orders will be processed on the normal payment schedule. Obligations under Sections 8, 9, 12, and 13 survive termination.

15. Governing Law and Amendments

This Agreement is governed by applicable international commercial law and the laws of the jurisdiction in which Sanmiraa Technologies Pvt. Ltd. is incorporated. For Suppliers based in the Russian Federation, disputes shall be subject to the jurisdiction of competent Russian courts. For Suppliers based in India and all other jurisdictions, disputes shall be subject to international commercial arbitration or Indian court jurisdiction.

Sanmiraa reserves the right to amend this Agreement at any time, with at least 14 days’ prior notice to Suppliers for material changes. Amendments are published at sanmiraa.com. Continued use of the Platform after the effective date constitutes acceptance of the amended Agreement.

16. Contact

For all questions, notices, or correspondence relating to this Agreement:

Email: sanmiraa2026@gmail.com

Website: sanmiraa.com

Legal entity: Sanmiraa Technologies Pvt. Ltd.