E-SHARY Seller Terms and Conditions

The master agreement between the marketplace and its vendors

Version 2.0 · Effective date: 1 September 2026

PART ONE — SELLER TERMS AND CONDITIONS

Important — read before accepting. This Agreement affects your rights and obligations under Egyptian law. By creating a Seller Account, signing electronically, or listing any product, you confirm that you have read and accepted this Agreement in full and that the person accepting it has authority to bind you. If you do not accept it in full, do not use the Platform.

This Agreement is entered into between E-SHARY ("E-SHARY", "we", "us", "our") and the person or entity identified as the owner of the Seller Account ("Seller", "you", "your").

It is read together with the following documents, each of which forms part of the Agreement: Schedule A — Fee Schedule, Schedule B — Penalty Matrix, Schedule C — Prohibited and Restricted Products, Schedule D — Performance Standards, the applicable Fulfilment Annex, and the Program Policies published in the Seller Center.

1. Definitions and Interpretation

• 1.1 In this Agreement, unless the context requires otherwise, the following terms have the meanings set out below.

• 1.2 Words following "including", "in particular" or similar expressions are illustrative and do not limit the preceding words. References to writing include email and notices posted to the Seller Account. All dates follow the Gregorian calendar.
• 1.3 This Agreement, together with the Program Policies, the Fulfilment Annexes and any signed addendum, forms the entire agreement. Where they conflict, the order of precedence is: (i) a signed addendum; (ii) these Terms; (iii) the Fulfilment Annexes; (iv) the Program Policies.

2. Eligibility, Onboarding and Account

• 2.1 Who may sell. Selling is limited to persons who can lawfully contract under Applicable Law and who are: (a) entities registered in the Territory holding a valid commercial register and tax card covering trading activity; (b) entities registered outside the Territory that hold the necessary permissions and have completed non-resident VAT registration in the Territory; or (c) any other person we approve at our discretion.
• 2.2 Onboarding Documents. You must provide, and keep current: commercial register extract issued within the last three months; tax card and VAT registration certificate; national ID or passport of the Authorised Signatory; notarised power of attorney where the signatory is not named on the commercial register; a bank account certificate in the Seller’s exact legal name; brand authorisation letters or trademark certificates for branded Products; and any further document we reasonably request.
• 2.3 Accuracy. You are responsible at all times for the accuracy, completeness and validity of everything you submit, and must notify us of any change within seven (7) days.
• 2.4 Deferral or refusal. We may defer, suspend or refuse account activation where we reasonably suspect that you do not meet the eligibility criteria, that your documents are inaccurate or invalid, that your activity falls outside your licensed scope, or for any other reason we consider material to platform integrity.
• 2.5 Account security. You are responsible for all activity conducted through your credentials. You must maintain internal controls over access and notify us immediately of any suspected compromise. We are not obliged to verify the authority of any user who logs in with valid credentials.
• 2.6 One account. You may operate only one Seller Account unless we approve otherwise in writing. Operating undisclosed linked accounts is a material breach.
• 2.7 Activation and probation. We will complete document review within three (3) working days of receiving a complete submission. Accounts remain in probation for the first ninety (90) days or first fifty (50) orders, whichever comes later, during which enhanced monitoring and the settlement reserve in clause 8.4 apply.

3. The Services

• 3.1 Depending on your Fulfilment Model and subscribed features, we may provide: access to the Platform and Seller Center; catalogue and listing tools; order management; warehousing and fulfilment; last-mile delivery; cash and electronic payment collection; customer service and returns handling; advertising and promotional placement; and reporting and analytics.
• 3.2 Our discretion over the Platform. We determine the content, design, functionality, ranking logic and commercial presentation of the Platform. We may, at our discretion and without liability, refuse to list, delay, restrict, de-list or reorder any Product, and may withhold, cancel or reverse any transaction where we consider it necessary for legal compliance, Customer safety, fraud prevention or enforcement of this Agreement.
• 3.3 No exclusivity. Nothing here creates an exclusive relationship. You remain free to sell through other channels, subject to clause 6.3.
• 3.4 Third-party links and services. We are not responsible for third-party websites or services linked from the Platform, nor for third-party logistics or payment providers beyond our contractual arrangements with them.

4. Your Obligations

• 4.1 Listings and content. You will:
  • (a) publish accurate, complete and non-misleading Product information — titles, descriptions, specifications, dimensions, ingredients, country of origin, warranty terms and restrictions;
  • (b) use only imagery you own or are licensed to use, and follow the Image and Content Guidelines (minimum 1000 × 1000 px, pure white background on the primary image, no watermarks, logos, borders or promotional text);
  • (c) list each Product in the correct category against the correct catalogue node;
  • (d) not use listings to divert Customers off-platform — no contact details, URLs, QR codes, social handles or references to other sales channels in any listing, image, invoice or package insert;
  • (e) update stock and price data in real time so that listings are accurate at all times.

• 4.2 Stock and order acceptance. Once an order is confirmed you may not cancel it for any reason, including stock unavailability or a pricing error on your part. You are liable for all costs arising from a seller-side cancellation, including refunds, Customer compensation and re-delivery costs, plus the cancellation fee in Schedule A.
• 4.3 Fulfilment and packaging. You will pack Products securely and in a ship-worthy manner, comply with our labelling and packaging requirements, meet the dispatch service levels in Schedule D, obtain all permits needed to move the Products, and store all Products in conditions appropriate to their nature, including cold chain where relevant.
• 4.4 Title and risk. Title to Products remains with you until delivery to and payment by the Customer. We do not take title at any point, except where: (a) we elect to purchase and resell a Product; (b) we have compensated you in full through a penalty or claim; or (c) you fail to collect inventory within the periods in clause 7.4 or 18.5(b), in which case title passes to us and we may dispose of the Products as we see fit.
• 4.5 Invoicing. Unless agreed otherwise, the sale contract and the primary invoicing relationship are between you and the Customer. You will issue a compliant electronic tax invoice to the Customer for every sale. You will not issue invoices to us for Products; a packing list or delivery note is sufficient for our records.
• 4.6 After-sales. You will honour all manufacturer and statutory warranties, provide spare parts and service where the Product category requires it, and resolve warranty claims within seven (7) days.
• 4.7 Recalls. You are solely responsible for any public or private recall or safety alert affecting your Products, and will notify us within twenty-four (24) hours of becoming aware of any actual or potential recall.
• 4.8 Legal compliance. You are responsible for ensuring you are authorised to sell each Product; that each Product has been lawfully imported and may lawfully be sold in the Territory; that it complies with all quality, safety, labelling, certification and public-interest requirements; and that its sale infringes no third-party rights.

5. Prohibited and Restricted Products

• 5.1 You will not list any Product listed in Schedule C, nor any Product that is unlawful, unsafe, counterfeit, stolen, expired, recalled, or that infringes third-party rights.
• 5.2 Restricted categories may be listed only with prior written approval and valid registrations from the relevant Egyptian authority (EDA, NFSA, NTRA, GOEIC or equivalent, as applicable).
• 5.3 We may remove any listing at any time without notice where we reasonably believe it breaches this clause, and may apply the penalties in Schedule B.

6. Pricing, Promotions and Discounts

• 6.1 Price setting. You set your Product prices. All prices must be stated in Egyptian Pounds and inclusive of VAT and any other tax or duty applicable under Applicable Law.
• 6.2 Automated pricing tools. Where we make an automated pricing tool available, you set the floor and ceiling and remain fully liable for any order priced within that range, including where the outcome results from an input error on your side.
• 6.3 Price competitiveness. You will not offer a Product on the Platform at a price materially higher than the price at which you offer the same Product, on comparable terms, through any other online sales channel in the Territory. Where we detect a material variance we may suppress the listing until corrected.
• 6.4 Promotions. We may include your Products in platform-wide campaigns, coupons and discounts. Platform-funded discounts are settled through an adjustment to our Fee invoice. Seller-funded promotions require your opt-in through the Seller Center, with the funding split confirmed in advance. Commission is calculated on the final price paid by the Customer after all discounts.
• 6.5 Price gouging. Sudden, unjustified price increases on essential goods — particularly during crises, shortages or high-demand periods — are prohibited and may trigger suspension. A price increase exceeding 25% within any seven-day window on a Product designated as an essential good will be flagged for review.

7. Returns, Cancellations and Refunds

• 7.1 Returns, replacements and refunds are handled under the Returns Policy and in accordance with Law No. 181/2018 and its Executive Regulations.
• 7.2 Customers may return most Products within fourteen (14) days of delivery. You accept, without contest, any return validly accepted by us or exercised by a Customer within that window, and will replace or exchange the Product where the Customer so elects. Category exceptions are listed in the Returns Policy.
• 7.3 Where a return is caused by a Defective Product, a wrong item, a description mismatch, or a late dispatch attributable to you, you bear the full cost of the return, the outbound and return shipping, any Customer refund, and the return administration fee in Schedule A.
• 7.4 You will arrange collection of returned or quality-check-rejected units within thirty (30) days of notification. Uncollected units accrue non-saleable storage fees at EGP 12 per cubic foot per month and may be disposed of after sixty (60) days.
• 7.5 We may refund a Customer directly and recover the amount from you where we reasonably determine that the claim is valid and attributable to you.

8. Fees, Commission and Payment

• 8.1 Fee structure. The Fees payable are set out in Schedule A and the Program Policies. All Fees are exclusive of VAT, and commission is calculated on the selling price inclusive of VAT.
• 8.2 Fee changes. We may revise Fees on not less than fourteen (14) days’ notice through the Seller Center or by email. Your continued listing after the effective date constitutes acceptance.
• 8.3 Settlement. We calculate Net Proceeds on a weekly cycle and remit them to the bank account registered in your Seller Account, subject to a minimum payout threshold of EGP 50. Balances below the threshold roll into the following cycle. Statements are available in the Seller Center. We are not liable for losses arising from incorrect bank details you provide.
• 8.4 Settlement reserve. During the probation period in clause 2.7, and thereafter for categories with a return rate above 15%, we may hold a rolling reserve of up to 10% of Net Proceeds for fourteen (14) days to cover returns, refunds and chargebacks.
• 8.5 Set-off and withholding. We may set off against amounts payable to you any Fees, penalties, refunds, chargebacks, claims, or sums we have paid or expect to pay to a Customer or third party in connection with your Products. Where the balance is negative, the shortfall is a debt immediately due from you and we may charge your registered payment instrument.
• 8.6 Fraud. If we determine that your account has been used for deceptive, fraudulent or illegal activity, or for repeated Program Policy violations, we may withhold payments permanently, without prejudice to our other remedies.
• 8.7 Disputes. Any dispute over a statement must be raised in writing within thirty (30) days of its issue, failing which the statement is deemed accepted.

9. Taxes and E-Invoicing

• 9.1 You are solely responsible for determining, collecting, reporting and paying all Taxes arising from your sales, and for maintaining valid tax registration, VAT registration and e-invoicing enrolment as required by the Egyptian Tax Authority.
• 9.2 Your listed prices are inclusive of all applicable Taxes. You will issue a compliant electronic invoice to the Customer for each transaction and map the correct GS1 / EGS code to every listing. Products without a valid code may be de-listed.
• 9.3 Our Fees are stated exclusive of VAT; we will add VAT at the prevailing rate and issue a compliant tax invoice.
• 9.4 You will indemnify us in full against any tax liability, assessment, penalty or interest imposed on us as a result of your non-compliance.
• 9.5 We may amend this clause where required by a change in tax law, regulation or authority guidance.
• 9.6 You warrant that your operations comply with applicable anti-money-laundering and anti-bribery laws and that you are not subject to any sanctions listing.

10. Performance Standards and Penalties

• 10.1 We monitor seller performance on the metrics and targets in Schedule D.
• 10.2 Where performance falls below target, we may, at our discretion and in escalating order: issue a warning; restrict campaign eligibility or search visibility; suspend specific listings; suspend the Seller Account; apply the penalties in Schedule B; or terminate this Agreement.
• 10.3 Penalties are debited automatically from your next weekly statement. They are compensatory for the operational, refund and reputational cost we incur, are in addition to any refund or compensation payable to a Customer, and are applied without the need for a court order.
• 10.4 You may appeal any penalty or suspension in writing within seven (7) days through the Seller Center. We will respond within five (5) working days. Our decision on appeal is final at platform level, without prejudice to clause 20.

11. Authenticity and Anti-Counterfeiting

• 11.1 Listing or selling Counterfeit Products is strictly prohibited and constitutes a material breach.
• 11.2 We may test, inspect or send any Product to an independent laboratory or brand owner for authentication. Where the Product is found to be counterfeit, the testing cost is borne by you. You will accept the resulting report.
• 11.3 Where we determine at our reasonable discretion that a Product is counterfeit, we may: remove the listing and all related listings; quarantine or destroy the affected inventory; suspend or terminate the Seller Account; withhold all amounts due to you pending resolution; and apply a penalty of EGP 50,000 for a first incident and up to EGP 200,000 for any repeat incident. This is in addition to any fine imposed by a governmental authority and to any claim by the rights holder.
• 11.4 You will cooperate fully with any brand-owner or regulatory investigation and provide supply-chain documentation, including invoices, import records and distribution agreements, within five (5) working days of request.

12. Intellectual Property

• 12.1 Licence to us. You grant us a royalty-free, non-exclusive, worldwide, sub-licensable licence to use Your Materials for the purpose of operating, marketing and promoting the Platform and the Services, for the duration of this Agreement and for a reasonable tail period thereafter for archival and historical-order purposes. We will not alter your trademarks other than proportionate resizing, and will comply with reasonable removal requests.
• 12.2 Our brand. You may not use our name, trademarks or logos in any advertising, packaging or communication without our prior written consent, and then only as directed.
• 12.3 No scraping. You may not use any automated tool to scrape, crawl or extract data from the Platform. Doing so is a material breach.
• 12.4 Third-party rights. You warrant that no Product, listing or Material infringes any third-party Intellectual Property. Where we receive a credible infringement notice, court order or administrative order, we may remove the affected listings immediately without liability. Any resulting claim is your sole responsibility.

13. Confidentiality and Data Protection

• 13.1 You will keep all Confidential Information confidential during the term and for five (5) years after termination, use it only as necessary to perform under this Agreement, disclose it only to personnel on a need-to-know basis, and delete it when no longer needed or when the statutory retention period expires.
• 13.2 Customer Personal Data is Confidential Information at all times. You may use it only to fulfil the specific order to which it relates. You may not use it for direct marketing, add it to a mailing list, transfer it to any third party other than a carrier strictly necessary for delivery, or retain it beyond the period required by law.
• 13.3 You will process all Personal Data in compliance with Law No. 151/2020 and its Executive Regulations, implement appropriate technical and organisational security measures, and notify us within twenty-four (24) hours of becoming aware of any personal data breach affecting Customer data.
• 13.4 Standard exclusions apply to information that is or becomes public without your breach, is lawfully received from a third party, is independently developed, or is required to be disclosed by law — in the last case, with prior notice to us where lawful.
• 13.5 You will make no press statement or public claim about the relationship between us without our prior written consent.

14. Representations and Warranties

• 14.1 You represent and warrant, on the Effective Date and on each day this Agreement is in force, that:
  • (a) you are validly established and in good standing, and hold all registrations and licences needed to conduct your business and to sell the Products;
  • (b) you or your Authorised Signatory have full authority to enter into and perform this Agreement;
  • (c) all information you provide is accurate and complete;
  • (d) you are not, and are not owned or controlled by, a person subject to sanctions imposed by the UN Security Council, the United States, the European Union or any other relevant authority;
  • (e) you hold clear title to the Products, and are the owner, authorised licensee or authorised distributor of the brands you list;
  • (f) unless expressly stated on the listing, all Products are new, genuine, unexpired, correctly labelled and free of defects;
  • (g) the Products meet all applicable quality, safety and certification standards in the Territory;
  • (h) you hold all approvals, permits and registrations required to offer the Products for sale;
  • (i) you will provide all necessary after-sales service, warranty and replacement support;
  • (j) all descriptions, specifications, dimensions and disclaimers you supply are accurate, and where dimensions or weights are wrong, you bear any additional shipping cost incurred.

• 14.2 You acknowledge that we operate a technology and logistics platform; that the contract of sale is between you and the Customer; that we have no obligation under that contract; and that we are not required to mediate or resolve disputes between you and a Customer, though we may do so to protect the Customer experience.
• 14.3 You are solely responsible for product liability and all product-liability claims relating to your Products.

15. Disclaimers

• 15.1 The Platform and the Services are provided "as is" and "as available". To the fullest extent permitted by Applicable Law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement, and all warranties arising from course of dealing or usage of trade.
• 15.2 We do not warrant that the Platform will be uninterrupted, secure, timely or error-free, and we are not liable for service interruptions affecting the receipt, processing or settlement of transactions.
• 15.3 Our confirmation of receipt of inventory does not imply that the units were received free of defect or damage, nor that the quantity you declared was in fact received, nor does it waive any of our rights.
• 15.4 Where a dispute arises between you and a Customer or another platform participant, you release us and our officers, employees and agents from all claims and damages of every kind arising out of that dispute.

16. Limitation of Liability

• 16.1 Nothing in this Agreement limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any liability that cannot lawfully be limited.
• 16.2 Subject to clause 16.1, we, our Affiliates and our respective officers, employees, agents, suppliers and licensors will not be liable for any indirect, special, incidental or consequential loss, loss of profit, loss of business, loss of data, or business interruption.
• 16.3 We are not liable for loss arising from: content you supply; the sale of a Defective Product; damage occurring before we take possession of a Product; the acts or omissions of third parties; any suspension or enforcement action we take under this Agreement; the position or duration of your listings in search results; or your inability to trade following a change to this Agreement.
• 16.4 Subject to clause 16.1, our maximum aggregate liability arising out of or in connection with this Agreement is limited to the lower of: (a) the price of the Product giving rise to the claim plus its original shipping cost; or (b) the total Fees paid by you to us in the three (3) months preceding the event giving rise to the claim.

17. Indemnity

• 17.1 You will defend, indemnify and hold harmless E-SHARY, its Affiliates and their officers, employees, agents and licensors against any third-party claim, loss, damage, settlement, cost or expense, including reasonable legal fees, arising from or relating to: (a) your breach of Applicable Law; (b) your Products, including their offer, sale, use, labelling, packaging, fulfilment, return or recall; (c) Your Materials or any alleged infringement of Intellectual Property; (d) Taxes and duties, or any failure to collect, pay or register for them; (e) product liability; or (f) any breach of your representations or warranties.
• 17.2 Where a claim may materially affect us, we may appoint our own counsel and you remain responsible for the resulting costs. We may withhold amounts payable to you, or charge your registered payment instrument, to cover such costs.
• 17.3 Where a claim in substance concerns a dispute between you and a Customer but names us as a defendant, you will provide all assistance necessary to have us removed from the proceedings.
• 17.4 Our failure to notify you of a claim does not relieve you of liability.

18. Term, Suspension and Termination

• 18.1 This Agreement commences on the Effective Date and continues until terminated.
• 18.2 You may terminate on thirty (30) days’ written notice. We may terminate for convenience on thirty (30) days’ written notice, without the need for a court order.
• 18.3 We may suspend or terminate immediately where: (a) you materially breach this Agreement and fail to cure within seven (7) days of notice, or immediately where the breach exposes us to third-party liability; (b) your account is or appears to be used for fraudulent, deceptive or illegal activity; (c) your conduct has harmed or is likely to harm Customers, other sellers or our legitimate interests; (d) you become insolvent or enter liquidation; or (e) you lose a licence or registration required to sell.
• 18.4 We will notify you of any suspension or termination, stating the reason and any appeal route, unless doing so would prejudice an investigation or allow you to circumvent our safeguards.
• 18.5 On termination: (a) you remain responsible for all obligations relating to transactions concluded before termination, including delivery, returns, warranty and refunds; (b) you must collect any inventory held by us within thirty (30) days, after which storage fees accrue and units may be disposed of after a further thirty (30) days; (c) we may retain a reserve for up to ninety (90) days to cover returns, refunds, chargebacks and claims; and (d) clauses 8, 9, 12, 13, 14, 16, 17, 19 and 20 survive.
• 18.6 Deactivation does not prejudice our right to recover any debt owed. Reactivation of a previously terminated account is at our sole discretion and subject to the terms then in force.

19. Amendments and Notices

• 19.1 We may amend this Agreement on not less than seven (7) days’ notice given through the Seller Center or by email to your Authorised Signatory.
• 19.2 We may amend with immediate effect where required for legal, regulatory, security or fraud-prevention reasons, to add or change features that do not materially prejudice you, or to restrict Products or conduct we consider unsafe or inappropriate.
• 19.3 Continued use of the Platform after the effective date of an amendment constitutes acceptance. If you do not accept an amendment, your remedy is to terminate under clause 18.2.
• 19.4 Notices to you are effective on posting to the Seller Center or on sending to the registered email of any Authorised Signatory. Notices to us must be sent to support@e-shary.com. You must keep your contact details current at all times.
• 19.5 This Agreement is issued in Arabic and English. The Arabic version prevails in the event of any discrepancy and is the version relied upon before the Egyptian courts.

20. Governing Law and Dispute Resolution

• 20.1 This Agreement is governed by the laws of the Arab Republic of Egypt.
• 20.2 The parties will first attempt to resolve any dispute amicably within thirty (30) days of written notice.
• 20.3 Failing amicable resolution, the parties submit to the exclusive jurisdiction of the competent Economic Courts of Cairo, Egypt.

21. General

• 21.1 Independent contractors. Nothing creates a partnership, joint venture, agency, franchise or employment relationship. You have no authority to make representations on our behalf.
• 21.2 Assignment. You may not assign this Agreement without our prior written consent. We may assign it, in whole or in part, without consent or notice.
• 21.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• 21.4 Waiver. Failure to enforce a provision is not a waiver of it.
• 21.5 Severability. If any provision is held unlawful or unenforceable, it is severed and the remainder continues in force.
• 21.6 Entire agreement. This Agreement supersedes all prior oral or written understandings on its subject matter.

Acceptance

By clicking "I Accept" in the Seller Center, or by signing below, the Seller confirms it has read, understood and accepted this Agreement and its Schedules in full.