Terms & Conditions for SUMUBIR PIES Seller

1.About These Terms

These Terms & Conditions (“Terms”) apply to the use of SUMUBIR PIES (“PIES”, “Platform”, “App”, “we”, “our” or “us”) and to the PIES-related operations of a verified Seller or Shop.

PIES is a product-based business partnership and management model. A PIES Partner may own products placed with a Seller, while the Seller operates the shop and performs retail/wholesale sales as permitted by the applicable Partnership Agreement.

A general SUMUBIR account does not automatically create a PIES partnership. PIES activation, verification and any applicable Partnership Agreement requirements must be completed before relevant partnership rights become effective.

2.Relationship with the PIES Partnership Agreement

The separate PIES Partnership Agreement governs the underlying Partner-Seller business relationship, including ownership, profit sharing, Company commission, risk, withdrawal, buyback and other partnership matters.

Acceptance of these Terms alone does not create a business partnership. Where Partner, Seller and Company signatures, approvals, stamps or other execution requirements are required, those requirements must be completed according to the applicable Partnership Agreement.

3.Eligibility & Verification

• PIES Partners and Sellers must be at least 18 years old.
• Verification may require an NID or other valid identification/business documents accepted by SUMUBIR.
• Documents and information must be genuine, accurate, valid and related to the person or business represented.
• False information, forged documents, impersonation or bypassing verification may result in rejection, restriction, suspension, termination or other lawful action.

4.Seller & Shop Rules

A Seller may sell both its own products and PIES Partner-owned products in the same shop. The system must keep these ownership categories separate, including through the relevant product/barcode records.

Seller-owned product remains the Seller's responsibility. Partner-owned product remains subject to its Partner ownership and the applicable Partnership Agreement.

A Seller must maintain accurate shop, product, inventory, price, sales, purchase, transaction and profit/loss information and must promptly correct known errors through the available system or customer-care process.

5.PIES Partnership & Agreements

• New Partner = new Partnership Agreement.
• The same Partner and Seller may have more than one separate Partnership Agreement with different agreed profit-sharing rates.
• Each Agreement has its own products, capital records, sales, profit/loss and settlement records.
• One Agreement may contain multiple product/capital records; a new agreement is not required merely because another product or capital record is added under the same active Agreement.
• When a Seller adds a new Partner product/capital record, the Seller must select the applicable Agreement. If the wrong Agreement was selected, moving the record to another Agreement requires the Partner's approval.
• A newly created product/capital record becomes active immediately upon Seller entry; separate Partner approval is not required merely to activate the record, except where another rule specifically requires approval.
• Closing one Agreement does not automatically close another Agreement between the same Partner and Seller.

6.Partner Product Entry, Ownership & Locked Initial Data

6.1 Partner-funded product

Where a Partner provides money that is used to add/purchase a product for the PIES business, the Seller may carry out the initial product setup and set the initial stock and selling price as permitted by the applicable Agreement and system.

• Once the initial stock is set, the Seller cannot edit that initial stock record.
• Once the initial selling price is set, the Seller cannot edit that initial price record.
• The Partner remains the product owner unless the applicable Agreement or lawful transaction changes ownership.

6.2 Partner-supplied product

Where the Partner supplies its own product directly, the Seller will perform the initial setup based on the Partner's memo or supplied product information. The Seller will record the initial product information, stock and applicable price in the system.

• The initial stock and price become locked after they are set.
• The Partner remains the owner of the product.
• The Seller may freely edit product images for shop presentation, including crop or replacement, but must not use an image that materially misrepresents the product.
• The Seller must not change the title, description or other product information in a misleading or deceptive manner.

6.3 Product removal

No Seller, Partner or Company representative may arbitrarily unlist, delete or remove a PIES Partner product merely for convenience. Product status must change only through a valid sale, approved withdrawal, Agreement-based process or another authorized lifecycle event, subject to applicable law.

7.Initial Three-Month Product Period

• The Seller cannot ask the Partner to remove an unsold Partner product before the initial 3 months have passed.
• The Partner may take back its own unsold product at any time by giving the Seller at least 3 days' prior notice, subject to the applicable Agreement/process.
• Before the initial 3 months have passed, the Partner cannot demand monetary settlement/return of the value of an unsold product merely because the 3-month period has not yet completed.
• If the product has already been sold, the Partner's applicable sale proceeds/profit entitlement is recorded under the actual sale and is not treated as an unsold-product capital claim.
• After 3 months, the Partner may request monetary settlement/claim relating to the unsold product or capital in accordance with the applicable Partnership Agreement and PIES process.

7.1 Seller request after three months

• After at least 3 months, the Seller may request that the Partner take back the unsold product.
• The Partner must be given at least 7 days to take the product.
• If the Partner does not take the product after the 7-day period, shop rent may apply under the Company's applicable rule.
• Rent will be based on the Seller's local shop rent per square foot and the actual shop area occupied by the Partner's product.
• The Seller may not demand an arbitrary or additional rent above the applicable area-based calculation.
• The occupied area may be measured by the Partner, Seller and Company representative together, or by another neutral person where appropriate.
• If there is a measurement dispute, the Company's final measurement/determination will apply, subject to applicable law.

8.Sales Through MyPOS Sumubir & MyShop

MyPOS Sumubir is the Seller sales application used for barcode-based sales and related Partner product transactions.

• Every PIES Partner product sale must be recorded through MyPOS Sumubir or the authorized PIES/SellerCenter transaction process.
• A Partner product sale recorded outside the PIES system is not treated as a valid PIES sale unless it is later entered through the approved recovery process.
• Partner products may be sold both through the Seller's physical shop and through the Seller's MyShop online store.
• A cash sale, a credit/baki sale, and a MyShop Cash-on-Delivery sale are treated as cash sales for PIES accounting purposes, while actual collection risk from a Seller-authorized credit sale remains the Seller's responsibility.

8.1 Temporary manual record when the app fails

If a sale cannot be entered through the app because of an app/system-related failure, the Seller may keep a temporary manual record in any reasonable form chosen by the Seller. When the sale is later entered into MyPOS, the system entry date and time will be the official system record timestamp.

9.Price, Discount & Minimum Profit Rules

9.1 Locked final selling price

PIES may display a system-calculated locked final selling price based on the applicable product cost, purchase expenses and agreed business rules. The Seller must not edit the locked base selling price itself.

9.2 Seller discount programs

• The Seller may create a discount program or apply an additional reasonable discount for the purpose of making the product easier to sell.
• For every ordinary sale, the Seller must keep the combined total profit rate at or above 25% as calculated by the PIES system. The combined profit includes the agreed Partner profit share and Seller profit share.
• If the Seller independently applies a discount that causes the required combined profit rate to fall below 25%, the resulting shortfall/loss will be the Seller's responsibility.
• The Partner and Company will not be required to absorb a Seller-created loss caused by a discount outside the permitted business rule.

9.3 Hidden or false discount / under-reporting

The Seller must not collect a higher price from the customer but intentionally record a lower sale price in the system. If such an irregularity is proved, the Seller will be responsible for the resulting discount difference and related loss, in addition to any other action permitted under these Terms, the Partnership Agreement or applicable law.

10.Special Approved Loss Sale

A product may be sold below its normal profitable price and may produce a loss when both Partner and Seller expressly agree and the sale is recorded as a special approved loss sale through MyPOS/SellerCenter.

11.Returns, Refunds & Related Loss

• When a customer return/cancellation occurs, the relevant stock, sale, profit and related records will be adjusted in real time according to the transaction.
• For a Partner-owned product, return-related charges or losses are borne by Partner and Seller according to the agreed profit-sharing ratio. The default ratio is 50% Partner / 50% Seller unless another valid Agreement rate applies.
• For a Seller-owned product, return/refund responsibility remains with the Seller.
• The applicable Partnership Agreement governs any Partner-owned product risk, product damage, negligence, theft or other liability rules not specifically changed by these Terms.

12.Real-Time Records, Stock & Verification

12.1 Visibility of records

Partner and Seller may view the applicable product, stock, sale, capital, profit/loss and transaction records in real time or as updated by the system.

Actual Profit and Available Withdraw Balance are separate values. Available Withdraw Balance may be lower than Actual Profit because some profit may be reused as capital/product purchase or otherwise be unavailable for withdrawal under the applicable process.

12.2 Partner-only visibility

• A Partner may view only that Partner's own PIES-related products, stock, sales, capital, profit/loss and other related records.
• A Partner must not be shown another Partner's products, data, transactions, inventory or financial information.
• SUMUBIR Company verification personnel may access broader Seller business information where reasonably necessary to reconcile or verify a PIES Partner's account or investigate a legitimate matter.

12.3 Stock discrepancy

If Partner-owned stock held at a Seller's shop is short compared with the system record, the Seller will bear the responsibility unless a valid investigation establishes another responsible cause.

Where no valid Seller-side explanation or responsibility is established and the circumstances indicate unauthorized removal or disappearance, the matter may be treated as theft/unauthorized loss and the Seller's liability will be determined according to the Partnership Agreement and applicable law.

12.4 Verification visits

A Partner or authorized SUMUBIR Company team may visit the Seller's shop at a reasonable time to verify Partner products, stock and related records. The Seller must cooperate and provide reasonable assistance/access. Where the shop is not crowded with customers, the Seller must facilitate the verification without unnecessary obstruction.

13.Company Verification Access

• Company verification access will use a random, one-time Verification ID.
• The Seller must enter the Verification ID into the Seller account/system before the authorized team receives the approved verification access.
• Once used, a Verification ID becomes invalid and cannot be reused.
• The system may record the verification team identifier/session, date, time and related access audit information.
• Company verification personnel may view information required to verify the Seller's overall business and reconcile a PIES Partner's account, while Partner-level data must remain isolated from other Partners.
• The Seller must not provide verification access to a fake, unauthorized or unknown person. If the Seller knowingly or negligently grants such access, the Seller may be held responsible and may be subject to Company disciplinary action and applicable legal consequences.
• Intentionally preventing or refusing a lawful verification may constitute a Terms violation and may lead to investigation, compensation, suspension, termination or another lawful remedy.

14.Wallet Cash-In & Cash-Out

SUMUBIR may allow account holders to convert wallet balances to physical cash through participating Sellers and to add digital balance by giving cash to a participating Seller.

14.1 Cash-out

• The account holder may withdraw the amount shown as Available Withdraw Balance, subject to the applicable wallet/system status.
• A Seller is required to provide the cash only when the Seller has sufficient physical cash available for the requested payout.
• The corresponding digital amount will be transferred/recorded to the Seller's account through the system transaction, and the Seller will give the same amount in cash.
• The Seller may not demand any additional cash-out charge, fee or service amount.

14.2 Cash-in

• An account holder may give cash to a participating Seller to add the same amount to the account holder's wallet.
• A Seller is required to perform the cash-in only when the Seller has sufficient digital wallet/account balance available to transfer.
• The Seller transfers the same amount from the Seller's account to the requesting account holder's wallet.
• No additional charge, fee or service amount may be demanded for a cash-in.

14.3 Evidence and Company action

Wallet transactions are recorded in the system. If evidence shows that a Seller had sufficient cash but refused to pay a valid cash-out, failed to complete a required transfer, or demanded an unauthorized extra charge, SUMUBIR may investigate and take appropriate action under these Terms, its policies and applicable law.

15.Shop Closure & Paid Service Availability

15.1 Monthly shop closure allowance

• A Seller may keep the shop closed for a number of days in a month equal to the number of official government holidays applicable to that month.
• Keeping the shop closed for more than that allowance requires a genuine accidental/unavoidable reason or other legitimate basis.
• If a Seller keeps the shop closed for an excessive period without a valid reason and Company review determines that Partner business was harmed by careless or arbitrary closure, compensation/penalty may be determined through Company investigation/arbitration.
• The calculation will use the shop's relevant average previous sales record as the basis for estimating the affected business.
• Where applicable, the Seller may be required to compensate the affected Partner profit and Company commission attributable to the established loss, subject to the Partnership Agreement and applicable law.

15.2 Paid version uptime

For the paid version of the applicable Seller/MyShop service, SUMUBIR provides a 99.9% service uptime commitment subject to the applicable service measurement and service policy.

The 99.9% commitment does not apply to downtime caused by scheduled maintenance, internet/network or third-party provider failure, force majeure, major security incidents, or other exclusions reasonably outside SUMUBIR's control.

16.PIES Branding & Account/Business Transfer

16.1 PIES branding

• A Seller participating in PIES must display the required PIES/SUMUBIR banner and shop sticker as instructed by SUMUBIR.
• If a Seller has another active PIES Partnership, the PIES branding remains required even if a different individual Partnership Agreement is closed.
• If the Seller's account is closed, the applicable PIES banner/sticker must remain for 30 days after account closure and must then be removed.

16.2 Transfer while PIES is active

16.3 Transfer after PIES settlement/closure

• After all relevant PIES accounts, products, transactions, liabilities and obligations are fully settled and the PIES relationships are closed, the Seller may request a business/account transfer subject to SUMUBIR Company approval.
• If a non-PIES Seller transfers the business/account, the transfer remains subject to Company approval and the required account information must be updated within 30 days.
• The transfer may be completed either by closing the old account after settling the old records, or by an approved transfer process in which the operational business records are retained for the new owner.
• Where an approved transfer leaves relevant historical records with the business, the new Seller must digitally accept the applicable inherited records, outstanding matters and responsibilities.
• If the former Seller commits an undisclosed irregularity after transfer without informing the new Seller, the former Seller remains liable for that irregularity. If the new Seller was informed and accepted/assumed the relevant matter, responsibility may shift to the new Seller, subject to the transfer record and applicable law.
• If the old account is closed and the business is not being transferred as an active account, the new owner must create a new Seller account and complete the required verification.
• Pending customer orders must be completed through delivery, return/refund and related settlement before a PIES Seller account/business can be closed or transferred.

16.4 PIES model non-copying restriction

A Seller who has used or learned SUMUBIR's PIES platform, proprietary business rules, system processes, documentation, confidential workflows, interface or other protected implementation information must not, after closing the account, use SUMUBIR confidential/proprietary information to reproduce, copy or build an unauthorized competing system based on SUMUBIR's protected PIES implementation for the purpose of adding or managing Partners.

This clause is intended to protect SUMUBIR's intellectual property, confidential business information and proprietary implementation and applies to the maximum extent permitted by applicable law.

17.Customer Information & Off-Platform Sales

• Customer name, phone number, delivery address and other customer information made available to the Seller may be used only as reasonably necessary to fulfill the relevant order or provide the requested service.
• The Seller must not sell, disclose, publish, misuse or provide such customer information to another person for unrelated purposes.
• The Seller must not use MyShop customer information to take the customer outside the platform and conduct a direct off-platform sale.
• If the Seller attempts to move a MyShop customer to an off-platform transaction, the Company may investigate and, depending on the seriousness/repetition, issue a warning, require compensation, suspend/terminate the account or take another lawful action.
• Misuse or unlawful disclosure of customer information may also result in action under applicable Bangladesh law.

18.Product Source Liability

The party that sources or supplies a product is responsible for that product's authenticity, legality, quality, expiry and related liabilities.

• If the Partner sources/supplies the product, the Partner bears the source-related responsibility.
• If the Seller sources/supplies the product, the Seller bears the source-related responsibility.
• If there is a customer complaint, legal notice, government/regulatory issue or similar matter concerning a sourced product, the sourcing party must promptly inform SUMUBIR Company and provide the necessary supporting documents/proof.

19.Nominee & Death/Succession Rules

19.1 Nominee

• Nominee designation is optional.
• An account holder may add, change or remove a nominee at any time through the available account process.
• A maximum of 3 nominees may be recorded.
• Nominees have serial priority: Nominee 1, then Nominee 2, then Nominee 3, according to the account's recorded order.
• A verified nominee may be permitted to receive or administer the applicable account-related amount without being required by SUMUBIR to separately establish legal heirship, subject to applicable Bangladesh law and any lawful order/claim of a competent authority.

19.2 Minor nominee

If the applicable nominee is a minor under Bangladesh law, the relevant account/amount may be held and managed under the Company's lawful process until the nominee reaches the applicable age of majority, subject to applicable law and any required guardian/legal process.

19.3 No nominee

If an account holder dies without a nominee, SUMUBIR may verify the person's lawful successor/claimant under the applicable laws of Bangladesh and the relevant personal-law/succession framework.

“Legal heir” means the person(s) legally entitled under the applicable Bangladesh law; a person being financially dependent on the deceased does not automatically become a legal heir only because of that dependency.

19.4 Settlement after death

Where a lawful claimant is verified, applicable account balance, products, capital, profit and other lawful dues may be settled according to applicable Bangladesh law, the relevant Partnership Agreement and the Company's verification procedure.

19.5 No verified claimant for three years

If, after the Company's confirmation of death, no verified nominee, legal heir or other legally recognized claimant is found for 3 years, the account may remain held under the Company's records. Income arising thereafter may be directed to charitable purposes according to the account holder's recorded lawful charitable/religious instruction and Company policy, subject to applicable law.

20.Account Closure & Data Retention

• A Partner or Seller with an active PIES relationship cannot close the account until the applicable partnership obligations, products, transactions and related settlements have been properly resolved.
• Partner account closure is subject to the same active-partnership restriction.
• Where an account is legitimately closed and the user requests deletion, the account/data may be retained for 30 days before deletion, subject to applicable legal, tax, regulatory, security, fraud-prevention and other lawful retention requirements.
• A deletion request may be cancelled during the applicable 30-day period.
• Where a business is transferred rather than deleted, historical business records will not be deleted solely because of the transfer, and the new Seller may update the business/account information according to the approved transfer process.
• Account deletion does not erase obligations, liabilities, claims, tax matters, dispute records or other information that SUMUBIR is lawfully required or permitted to retain.

Official account deletion page: https://sumubir.com.bd/deletemyaccount

21.Intellectual Property & PIES Model Protection

Unless expressly stated otherwise, the PIES application, software, source code, system architecture, user interface, designs, graphics, logos, trademarks, service names, databases, documentation, workflows and related Platform materials are owned by or lawfully licensed to SUMUBIR COMPANY LIMITED.

• Use of PIES does not transfer ownership of SUMUBIR software, branding, system architecture, proprietary documentation or protected materials to a user.
• Users must not copy, reproduce, distribute, sell, sublicense, reverse engineer, decompile, disassemble or create unauthorized derivative works from PIES or protected components, except where such restriction is prohibited by applicable law.
• Confidential PIES business processes and proprietary operational information must not be used to create an unauthorized replacement or competing implementation.

22.Prohibited Conduct & Enforcement

A user must not:

• Provide false or misleading information or forged documents.
• Impersonate another person or business.
• Access another person's account or private information without authorization.
• Manipulate product, stock, sales, profit, loss or transaction records.
• Conduct unauthorized or fraudulent transactions.
• Intentionally record a lower sale price than the amount actually collected from a customer.
• Unreasonably block a lawful verification.
• Use MyShop customer data for off-platform sales or unrelated purposes.
• Knowingly provide a false verification access to an unauthorized person.
• Interfere with PIES operation or attempt unauthorized access to systems, APIs, databases or infrastructure.
• Upload malware or malicious code.
• Reverse engineer or unlawfully copy PIES protected components.
• Intentionally cause loss or harm to a Partner, Seller, customer or SUMUBIR.
• Use PIES for unlawful activity.

22.1 Order manipulation

A Seller must not intentionally reject, cancel, ignore or mark an order unavailable despite having stock in a manner intended to divert customers away from the platform. SUMUBIR may investigate and apply warning, compensation, suspension, termination or another appropriate action.

22.2 Account balance adjustment

Where SUMUBIR has a valid and documented contractual, transactional or other lawful claim against a Seller, SUMUBIR may adjust/deduct the applicable amount from the Seller's available wallet/seller balance, subject to applicable law and the Company's records. The adjustment must remain visible in the applicable transaction/history records.

23.Complaints, Investigation & Dispute Resolution

For disputes involving stock, sales, transaction records, profit/loss, wallet, withdrawal, shop closure, loss sale, customer matters or PIES operational rules:

1. The concerned user should first submit the matter to SUMUBIR customer care with relevant information and evidence.
2. SUMUBIR may review system records, audit logs, product/barcode records, verification records, supporting documents and other available evidence.
3. For a dispute concerning the underlying Partnership Agreement, the parties must follow the Agreement and the Company's applicable internal investigation/arbitration process.
4. If the matter cannot be resolved internally, the parties may pursue the remedies available under the laws of Bangladesh.

Where the Company is required to determine a measurement, record or operational fact under these Terms, the Company's recorded determination will apply for the platform process unless an applicable Agreement or competent legal authority provides otherwise.

24.Changes to PIES Services and These Terms

SUMUBIR may add, modify, limit, suspend or discontinue features where reasonably necessary for technical, operational, security, business or legal reasons.

SUMUBIR may update these Terms from time to time. Material changes may be notified through push notification or another reasonable communication method. SUMUBIR may record the accepted Terms version and date/time for account and compliance purposes.

Continued use after notification of a new Terms version constitutes acceptance to the extent permitted by applicable law. A user who does not agree may stop using PIES and may request account closure/deletion subject to applicable account, partnership and legal requirements.

25.Privacy

Use of PIES is also subject to the PIES Privacy Policy.

The Privacy Policy explains how personal information, business information, verification information, device information, location information, microphone-related data, notification identifiers, uploaded files, voice messages, conversation history and other information are handled.

By activating PIES, the user must read and acknowledge the applicable Privacy Policy.

26.Governing Law, Severability & General Terms

26.1 Governing law

These Terms shall be governed by and interpreted in accordance with the applicable laws of Bangladesh.

26.2 Force majeure

SUMUBIR will not be responsible for service failure caused by circumstances beyond its reasonable control, subject to applicable law and the applicable Partnership Agreement. Examples may include natural disasters, government restrictions, major network/infrastructure failure, major cyber incidents or other extraordinary events beyond reasonable control.

26.3 Severability

If any provision is found invalid or unenforceable under applicable law, the remaining provisions will continue to apply to the extent permitted by law.

26.4 No waiver

Failure to immediately enforce a provision does not permanently waive SUMUBIR's right to enforce that provision later.

26.5 No guaranteed business result

PIES is a software and business management platform. Except for the stated paid-service uptime commitment and any express contractual obligation, PIES does not guarantee a specific sales amount, profit, profit rate, income, return or business result.

27.PIES Activation Acknowledgment

Before activating or using PIES, the user acknowledges that:

1. The user has a valid SUMUBIR account and meets the applicable eligibility requirements.
2. The user has read and agrees to these Terms.
3. The user has read and acknowledges the PIES Privacy Policy.
4. The user understands that becoming a PIES Partner may require a separate Partnership Agreement and formal execution requirements.
5. The user will provide accurate account, business, product and verification information.
6. The user understands the Partner/Seller product ownership, sales, withdrawal, verification, wallet, customer-data and business-transfer rules stated in these Terms.
7. The user understands that displayed Actual Profit, Available Withdraw Balance and profit-rate information are based on recorded transactions and do not guarantee future business profit or income.

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