Kapabay Ltd. – Master Terms and Conditions of Trade and Platform Use
Effective Date: 01/06/2025
Jurisdiction: United Kingdom (Kapabay Ltd.), People's Republic of Bangladesh (Partner Manufacturers)
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
Unless otherwise specified:
● "Kapabay", "We", or "Us" refers to Kapabay Ltd., a private company incorporated under the laws of England and Wales.
● "Platform" means the proprietary online system operated by Kapabay Ltd., accessible via www.kapabay.com, through which Buyers can source apparel from verified Suppliers.
● "Buyer" refers to any company, enterprise, or business registered in the United Kingdom using the Platform to source goods.
● "Supplier" means a registered Bangladeshi manufacturer accepted onto the Platform following Kapabay's vetting and compliance process.
● "Order" refers to a purchase initiated by a Buyer for goods to be produced and delivered by a Supplier.
● "Escrow" means a third-party UK-regulated financial intermediary account holding funds on behalf of Buyers, administered under the Kapabay Payment Guarantee.
● "Kapabay Payment Guarantee" means our escrow-backed payment system where Buyer funds are conditionally held and only released upon fulfilment of production and quality conditions.
● "Quality Check" refers to an objective inspection (by Kapabay or an appointed third party) of goods to assess conformity with approved specifications.
● "Services" include all functionality provided by the Platform including supplier discovery, documentation, payment facilitation, sampling, and logistics coordination.
● "Direct Transaction Model" means a transaction where the Buyer enters into a contract directly with a Supplier.
● "Escrow Transaction Model" means a transaction where the Buyer contracts with Kapabay Ltd. as the seller of record.
1.2 Interpretation
● Clause headings are for reference only.
● References to one gender include all genders.
● The singular includes the plural and vice versa.
2. SCOPE OF AGREEMENT
These Terms and Conditions constitute a legally binding agreement governing the use of the Kapabay Platform and associated services.
Depending on the payment model selected at checkout or during the purchase process, Buyers will enter into:
● A Direct Transaction Contract with the Supplier (under Clause 15.1)
● An Escrow Transaction Contract with Kapabay Ltd. as the seller (under Clause 15.2)
Clear indication of the contracting party will be provided within the purchase confirmation or Escrow agreement. In the absence of such indication, the default assumption shall be that the Buyer is contracting directly with the Supplier. Clear indication of the contracting party will be provided within the purchase confirmation or Escrow agreement. In the absence of such indication, the default assumption shall be that the Buyer is contracting directly with the Supplier.
3. PLATFORM ACCESS AND USER ELIGIBILITY
3.1 Buyer Eligibility
Buyers must:
● Be an incorporated entity under the Companies Act 2006 (UK).
● Provide accurate company registration and contact details.
● Not be subject to any sanction, insolvency, or trade embargo.
3.2 Supplier Eligibility
Suppliers must:
● Hold a valid Bangladeshi trade licence and export licence.
● Possess recognised compliance certifications (e.g. WRAP, SEDEX, BSCI).
● Demonstrate verifiable production capacity and quality controls.
● Pass Kapabay's onboarding audit.
4. SERVICES OFFERED
Kapabay provides the following services:
● Supplier discovery and vetting.
● Sampling facilitation and tracking.
● Purchase Order and contract coordination.
● Escrow-backed and direct payment options.
● Quality control and logistics support.
● Dispute mediation and platform communication.
Kapabay is not a principal in transactions conducted under the Direct Transaction Model.
5. ORDER EXECUTION POLICY (OEP)
5.1 Order Process
1. Buyer submits a Request for Quotation (RFQ).
2. Supplier responds with specifications, price, lead time.
3. Buyer places formal Purchase Order.
4. Order is confirmed and production begins upon receipt of:
○ Deposit (Standard Model), or
○ Full funds to Escrow (Escrow Model).
5.2 Specifications and Sampling
● Approved samples serve as binding production specifications.
● No variation is permitted without written agreement.
6. PAYMENT STRUCTURE
6.1 Direct Transaction Model
● Deposit: 30%-50% paid by Buyer to Supplier, either directly or via Kapabay as facilitator.
● Balance: Paid upon production completion and before dispatch.
● Buyer bears contractual risk; Kapabay provides facilitation and advisory support only.
6.2 Escrow Transaction Model – Kapabay Payment Guarantee
6.2.1 Legal Contract
● Buyer enters into a UK-law governed contract with Kapabay Ltd.
● Kapabay acts as principal seller and assumes responsibility for delivery of compliant goods.
6.2.2 Payment Sequence
1. Buyer deposits 100% of the agreed price into a UK Escrow Account.
2. Kapabay contracts with Supplier and initiates production.
3. Quality check is performed by Kapabay or appointed agency.
4. Buyer has 7 calendar days to approve or raise objections.
5. Upon approval or expiry of the 7-day period, Escrow is released to Kapabay Ltd., who then settles with the Supplier.
6.2.3 Disputes and Refunds
● If the Buyer raises a written objection within 7 calendar days following receipt of the Quality Check report, the Escrow will be suspended pending resolution.
● Disputes will be resolved through either:
○ Agreement between Buyer and Kapabay (including options for partial refund, rework, or discount);
○ Independent third-party inspection, where applicable.
● Refunds are only possible at the time of the quality check and are strictly limited to material non-conformity with the approved specification or quality threshold.
● Refunds are not available once goods have been approved or after the 7-day decision period has elapsed.
6.2.4 Fees
● Escrow handling and administration fees may apply and will be disclosed in advance.
7. QUALITY ASSURANCE
● All orders are inspected against the sample and PO specs.
● Quality inspection is mandatory for Escrow orders.
● Acceptance criteria:
○ Conformity to agreed design.
○ Adherence to tolerances (AQL 2.5 or as stated).
○ No material defects.
8. WARRANTIES AND INDEMNITIES
8.1 Supplier Warranties
Suppliers warrant that:
● Goods are free from material defect.
● Goods do not infringe third-party IP.
● Labour and environmental laws of Bangladesh are followed.
8.2 Buyer Warranties
Buyers warrant that:
● Designs submitted do not infringe IP laws.
● Purchase intent is bona fide and adequately funded.
8.3 Mutual Indemnity
Each party indemnifies the other against losses, claims, and liabilities arising from breach of these Terms or applicable law.
9. INTELLECTUAL PROPERTY
● All Buyer-submitted specifications and designs remain the property of the Buyer.
● Suppliers may not use these designs for third parties without written consent.
● Kapabay holds a limited-use licence to handle, store, and process Buyer and Supplier content solely for the purpose of fulfilling the order.
10. LIMITATION OF LIABILITY
Kapabay's liability is limited to:
○ The value of the service fees received (Standard Model), or
○ The amount held in Escrow (Escrow Model).
Kapabay is not liable for:
○ Indirect or consequential losses.
○ Delays caused by customs, freight, or force majeure events.
○ Buyer or Supplier defaults under direct contracts.
11. DISPUTE RESOLUTION
11.1 Jurisdiction
● Buyers: Courts of England and Wales.
● Suppliers: Local courts in Dhaka, Bangladesh.
11.2 Escrow Disputes
● Disputes arising under the Escrow model are subject to:
○ Initial mediation under CEDR (UK).
○ Failing resolution, binding arbitration under LCIA rules.
12. TERMINATION AND BLACKLISTING
Kapabay may suspend or terminate access for:
● Repeated quality failures.
● Legal non-compliance.
● Attempted circumvention of the platform.
● Insolvency or misrepresentation.
13. DATA PROTECTION AND CONFIDENTIALITY
● UK GDPR compliance is observed for all personal data.
● Bangladesh Digital Security Act governs supplier-side data.
● Confidential information shall not be disclosed except for:
○ Order fulfilment,
○ Legal compliance,
○ Mutual consent.
14. GENERAL PROVISIONS
● No Waiver: Failure to enforce rights does not constitute waiver.
● Severability: Invalid terms shall not affect the remainder.
● Survival: Confidentiality, IP, and indemnities survive termination.
● Entire Agreement: These Terms constitute the full understanding between parties.
● Amendments: May be revised with 30 days notice via email or Platform.
15. TRANSACTION MODELS AND CONTRACTING PARTY
15.1 Direct Transaction Model (Standard Payment)
● The legal contract is between the Buyer and the Supplier.
● Kapabay Ltd. acts solely as a facilitator and is not a party to the commercial supply agreement.
● All liabilities relating to manufacturing, delays, non-conformity, or breach rest with the Supplier.
15.2 Escrow Transaction Model (Kapabay Payment Guarantee)
● The legal contract is between the Buyer and Kapabay Ltd., governed under English law.
● Kapabay is the principal party responsible for goods delivery, quality conformity, and legal compliance.
● In this model, Kapabay contracts separately with a vetted Supplier to fulfil the order on the Buyer's behalf.
● Buyer's remedies in the case of breach are enforceable directly against Kapabay Ltd. in the United Kingdom.
15.3 Confirmation
● The selected model will be confirmed in the Buyer's Order Acknowledgement or Contract Confirmation document.
● For avoidance of doubt, where no Escrow is used, the transaction is deemed a Direct Transaction.