E-Commerce Seller Agreement (Pakistan)

An E-Commerce Seller Agreement in Pakistan governs the arrangement between the parties and the conditions on which it operates.

The Prevention of Electronic Crimes Act 2016 (PECA 2016, Act XL of 2016) is the primary legislation governing digital transactions, electronic contracts, and cybercrime in Pakistan. PECA 2016 was enacted to combat electronic crimes and regulate digital commerce, and its provisions affect e-commerce platforms and sellers through requirements for data protection (Section 16 of PECA — unauthorised access to information systems), consumer data security (Section 17 — data damage offences), and electronic fraud prevention (Section 9 — electronic fraud). The Federal Investigation Agency (FIA) Cybercrime Wing enforces PECA 2016 against fraudulent online sellers and platforms.

Electronic contracts in Pakistan are also governed by the Electronic Transactions Ordinance 2002 (ETO 2002, Ordinance LI of 2002), which gives legal recognition to electronic signatures, electronic records, and contracts concluded electronically. Under Section 2(e) of the ETO 2002, an "electronic record" includes data generated, sent, received, or stored in electronic form — making terms and conditions accepted through a digital click-through mechanism legally binding on sellers. Section 5 of the ETO 2002 provides that information shall not be denied legal recognition solely on the ground that it is in electronic form.

The Contract Act 1872, which governs all contracts in Pakistan, applies to E-Commerce Seller Agreements. The essential elements of a valid contract under Section 10 of the Contract Act 1872 — free consent, competent parties, lawful consideration, and lawful object — must all be present in an E-Commerce Seller Agreement. A seller agreement that imposes unconscionable terms or that was procured through misrepresentation may be challenged before the Civil Courts under Sections 19 and 19A of the Contract Act 1872.

The Federal Board of Revenue (FBR) issued SRO 1098(I)/2021 under the Income Tax Ordinance 2001 and SRO 1099(I)/2021 under the Sales Tax Act 1990, requiring e-commerce marketplace platforms to withhold income tax and sales tax from payments made to sellers on the platform, and to file monthly withholding statements with FBR. These tax withholding obligations must be reflected in E-Commerce Seller Agreements. Sellers registered for sales tax must provide their Sales Tax Registration Number (STRN) to the marketplace, while unregistered sellers are subject to higher withholding tax rates under Section 153 of the Income Tax Ordinance 2001.

The Competition Act 2010, administered by the Competition Commission of Pakistan (CCP), prohibits anti-competitive agreements and abuse of dominant position. E-commerce platforms that hold dominant market positions must confirm their seller agreements do not contain clauses that unfairly restrict sellers from selling on competing platforms (exclusive dealing), impose unfair price controls, or prevent sellers from offering lower prices to consumers directly (Most Favoured Nation — MFN clauses), as these may attract CCP scrutiny under Sections 4 and 3 of the Competition Act 2010.

An E-Commerce Seller Agreement in Pakistan is required whenever an online marketplace platform onboards a third-party seller, or when an individual merchant formally joins a digital marketplace to sell goods or services to Pakistani consumers.

An E-Commerce Seller Agreement is needed when a marketplace operator — whether a large platform like Daraz or a niche vertical marketplace — registers new sellers and requires a binding contractual framework governing the seller's rights to list products, the platform's right to moderate or remove listings, the commission or fee structure, and the payment cycle including any escrow arrangements. Without a formal seller agreement, disputes about commissions, listing removals, account suspensions, and payment holds are difficult to resolve.

An E-Commerce Seller Agreement is required when a manufacturer, brand owner, or importer in Pakistan authorises specific resellers to list their products on an e-commerce platform under agreed terms — specifying authorised product descriptions, pricing floors, brand image standards, and return policies — to prevent brand dilution and counterfeit goods from appearing alongside genuine products.

An E-Commerce Seller Agreement is needed when a platform introduces FBR-mandated tax withholding obligations (SRO 1098(I)/2021 and SRO 1099(I)/2021) and must formally notify existing sellers of the withholding tax deduction mechanism, obtain sellers' NTN/STRN details, and establish a written record for FBR compliance reporting.

An E-Commerce Seller Agreement is required when a cross-border seller — for example, a Chinese or Turkish supplier — wishes to list products on a Pakistani e-commerce platform for direct sale to Pakistani consumers, and the platform must establish obligations regarding customs compliance under the Customs Act 1969, halal certification where applicable, and consumer protection standards under Pakistani law.

An E-Commerce Seller Agreement is needed when a platform implements a dispute resolution or returns management policy and requires sellers to formally accept the policy's binding terms — including mandatory return windows, defective product liability, and customer compensation obligations — to comply with consumer protection expectations under the Consumer Protection Acts of Punjab (2005), Sindh (2014), KPK (1997), and Balochistan (2003).

Parties in Pakistan should prepare a E-Commerce Seller Agreement (Pakistan) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2017, the Securities and Exchange Commission of Pakistan (SECP) maintains the register of Pakistani companies. Section 16 of the Companies Act 2017 governs company incorporation. The Contract Act 1872 governs general contractual obligations. The Federal Board of Revenue (FBR) administers corporate tax under the Income Tax Ordinance 2001. The High Courts (Lahore, Sindh, Peshawar, Balochistan, Islamabad) have original and appellate jurisdiction. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A thorough E-Commerce Seller Agreement in Pakistan under the Prevention of Electronic Crimes Act 2016, the Electronic Transactions Ordinance 2002, and the Contract Act 1872 must contain the following essential elements.

Party Identification: Full legal name of the marketplace platform operator (with SECP registration details), and full legal name, NTN, CNIC or company registration details of the seller. The agreement must specify the seller's primary business category — goods, digital products, or services — and the geographic scope of permitted sales (Pakistan-only or cross-border).

Onboarding and Account Terms: The registration process, verification requirements (NTN, CNIC, STRN, and product authorisation documents), account suspension and termination grounds, and the platform's right to verify seller identity under PECA 2016 compliance and FBR SRO 1098(I)/2021 seller reporting obligations.

Listing and Product Standards: Rules for product listings including accuracy of descriptions, prohibited product categories (drugs without DRAP licence, weapons, counterfeit goods, products banned under the Import Policy Order 2020), intellectual property compliance obligations, and the platform's right to remove non-compliant listings under PECA 2016 Section 37 (which empowers the Pakistan Telecommunication Authority — PTA — to issue content removal orders).

Commission and Fee Structure: The platform's commission rate expressed as a percentage of GMV (Gross Merchandise Value) or as a fixed fee per transaction, payment processing fees, shipping and logistics fees (if the platform provides fulfilment services through its own logistics arm), listing fees, and promotional placement fees. All fees must be stated inclusive or exclusive of Sales Tax (currently 17% standard rate under the Sales Tax Act 1990).

Payment Cycle and Settlement: The payment settlement period — typically 7 to 30 days after delivery confirmation — the payment method (bank transfer to the seller's account with an authorised dealer bank under SBP regulations), and the platform's right to hold payment pending resolution of consumer complaints, chargebacks, or FBR withholding tax queries.

FBR Tax Withholding Obligations: Disclosure of the platform's obligation under SRO 1098(I)/2021 to deduct withholding income tax from seller payments at the rates prescribed in Division III of Part III of the First Schedule to the Income Tax Ordinance 2001 — 0.25% for registered sellers and 0.5% for unregistered sellers on each transaction — and under SRO 1099(I)/2021 to collect and deposit sales tax on behalf of unregistered sellers. The seller's obligation to provide NTN and STRN is a key compliance requirement.

Intellectual Property: The seller's warranty that all listed products do not infringe third-party intellectual property rights under the Trade Marks Ordinance 2001 administered by the Intellectual Property Organization of Pakistan (IPO-Pakistan), the Copyright Ordinance 1962, or the Patents Ordinance 2000. The platform's right to remove infringing listings upon receipt of a valid takedown notice.

Returns and Consumer Protection: The seller's obligation to comply with the platform's return policy and with consumer protection legislation — Punjab Consumer Protection Act 2005, Sindh Consumer Protection Act 2014 — including acceptance of returns for defective goods, refund obligations, and the prohibition on misleading descriptions under Section 9 of the Punjab Consumer Protection Act 2005.

Data Protection: The platform's right to collect, process, and use seller data for operational purposes, and obligations under PECA 2016 Sections 16-17 regarding protection of seller and consumer personal data from unauthorised access. Reference to the Personal Data Protection Bill (currently in legislative process in Pakistan) to signal future compliance obligations.

Dispute Resolution and Governing Law: Internal dispute resolution procedure — seller complaint escalation, platform review, and final determination — followed by arbitration under the Arbitration Act 1940 or the courts of Pakistan as the governing dispute resolution forum. The applicable law must be stated as Pakistani law, specifically the Contract Act 1872, PECA 2016, and the Sales Tax Act 1990.

Forms-legal.com provides this E-Commerce Seller Agreement (Pakistan) template as a starting framework for marketplace operators and sellers. Platforms should obtain legal advice from advocates specialising in Pakistani technology and commercial law to confirm the agreement reflects current FBR SROs, PTA content rules, and provincial consumer protection legislation.