Platform User Agreement

 

THIS PLATFORM FACILITY AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND INDIAFAD. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES.

WHEREAS

1.     The Platform is an online marketplace platform being operated by the Company.

2.     Subject to the terms of this Agreement, the Company may allow the Seller to use the Platform on an ‘as is’ basis to list the Products and avail Marketplace Services. The Seller is desirous of listing, displaying and selling the Products through the Platform to the Buyers.

NOW, THEREFORE, in consideration of the representations, warranties, mutual covenants and conditions set forth in this Agreement, and for other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:

1.     DEFINITIONS AND INTERPRETATION

1.     Definitions: In the Agreement, (i) capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:

"Applicable Law" means in respect of a person, any statute, law, regulation, ordinance, rule, judgment, decree, by-law, approval from the concerned authority, government resolution, order, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination, or any interpretation or adjudication having the force of law of any of the foregoing, by any concerned authority or other requirements of any governmental or regulatory authority, to which such person is subject;

"Business Day" means a day, not being a Saturday or a Sunday or any other banking holiday, on which banks are open for business (including for dealings in foreign currency, deposits and exchange) in New Delhi, India and in the context of a payment being made to or from a bank in a place other than India, in such other place;

"Buyer" means individual, group of individuals, firm, company or any other entity (whether registered on the Platform or not) placing an order to purchase the Products on the Platform for their own use;

"Chargeback Transaction" means those Transactions which are (i) not completed as per the timelines indicated on the Platform; (ii) cancelled by the Seller any time prior to the date on which the Products were supposed to be delivered in accordance the cancellation policies of the Company; (iii) disputed by the Buyer for not having received the Products as per purchase order/terms and conditions from the Sellers; and/or (iv) identified as Chargeback Transaction(s) in accordance with the Company Policies or Seller Return and Refund Policy;

"Company's IPR" has the meaning given in Clause below (Proprietary Rights and Licenses);

"Company Policies" means the policies issued by the Company, terms or conditions published on Platform or shared with Seller and modifications thereof;

"Confidential Information" means any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its Group Companies, including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers;

"Connected Properties" means any website or other service, feature or online presence through which Platform and products or services available on Platform are offered, merchandised, advertised, syndicated or described;

"Counterfeit Goods" means counterfeit, fake, refurbished, grey market and unauthorised goods, replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorised goods;

"Dispute" has the meaning given in Clause below (Dispute Resolution);

"Dispute Notice" has the meaning given in Clause below (Dispute Resolution);

"Excluded Products" means: (i) alcoholic beverages; (ii) cigars, cigarettes, tobacco products, narcotic drugs or psychotropic substances; (iii) weapons firearms, ammunition, knives, brass knuckles, gun parts, and other items intended to provide lethal force (and related gun parts, kits and ammunition), mace, black powder and other explosives; (iv) any drug, vitamin, herbal product or similar substance which requires a doctor’s or other health care provider’s prescription as a prerequisite for purchase; (v) any product that contains ingredients regulated under Applicable Law; (vi) loose gemstone products; (vii) any jewellery (including watch) product for which Seller either is not an "authorised reseller" (as designated by the product’s manufacturer or distributor), or does not provide to customers the manufacturer’s standard warranty thereof; (viii) any electronic product for which Seller either is not an "authorized reseller" (as designated by the product’s manufacturer or authorized seller), or does not provide to customers the manufacturer’s standard warranty for the product; (ix) copyright unlocking devices mod chips or other devices designed to circumvent copyright protection, copyrighted media unauthorized copies of books, music, movies, and other licensed or protected materials, copyrighted software unauthorized copies of software, video games and other licensed or protected materials, including original equipment manufacturer or bundled software; (x) cable descramblers and black boxes devices intended to obtain cable and satellite signals for free; (xi) hacking and cracking materials manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property illegal goods materials, products, or information promoting illegal goods or enabling illegal acts; (xii) any product or service, which is prohibited by Applicable Law or is not in compliance with Applicable Laws; and (xiii) any other types of products that in Company’s discretion are not supported for sale on the Platform pursuant to this Agreement; provided that an Excluded Product will cease to be an Excluded Product at such time as Company informs Seller thereof;

"Force Majeure Event" means any event that is beyond Company’s reasonable control and shall include, without limitation, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts or omissions or delays of government, computer hacking, technical snags, unavailability of bandwidth to host the Platform, unauthorized access to computer data and storage device and breach of security and encryption;

"Governmental Authority" means any government, regulatory authority, governmental department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or any municipality, district or other subdivision thereof and etc, including any office or body exercising any powers of discharging any functions under constitution, statutory or delegated legislation or under delegated executive powers in any relevant jurisdiction;

"Group Company" means two or more enterprises which, directly or indirectly, are in a position to: (i) exercise 26% (twenty-six) percent or more of voting rights in other enterprise; or (ii) appoint more than fifty percent of members of board of directors in the other enterprise;

"Intellectual Property" means the trademarks, service marks, trade names, trade dress, logos, copyrights, patents, patent rights, patent applications, reissues, re-examinations, continuations, continuations-in-part, divisions and patent term extensions and similar rights, including registrations and applications to register or renew the registration of any of the foregoing processes, trade secrets, know-how, confidential information, commercial or financial information of a proprietary or confidential nature, computer software, data, documentation (including market data feed and other information), inventions (whether patentable or not), discoveries, improvements, concepts, innovations, industrial models, design patents, designs, design protocols, registered and unregistered copyright (including moral rights and neighbouring rights), copyright registrations and applications, mask works and registrations, applications therefor, author’s rights and work of authorship (including artwork, software, computer programs, source code, object code and executable code, firmware, development tools, files, records and data, and related documentation), URLs, web sites, web pages and any part thereof, technical information, drawings, specifications, proprietary data, customer lists, databases, proprietary processes, technology, formulae, and algorithms and other intellectual property, database rights, rights in integrated circuits and all similar intellectual property rights, tangible embodiments of any of the foregoing (in any medium including electronic media), and licenses of any of the foregoing, in all cases whether or not registered or registerable and including registrations and applications for registration or renewal of any of these, and all rights to apply for any of the above, rights to receive equitable remuneration in respect of any of the above and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of the above anywhere in the world;

"Listing Price" means the price of Products as listed on the Platform by the Seller;

"Marketplace Fees" has the meaning given in Clause below (Marketplace Fees);

"Marketplace Services" means the services provided on the Platform and other allied services provided by the Company;

"Order Information" means, with respect to any Product sold on Platform, the following information: the name of the customer, customer email addresses, the name of the recipient, Shipment Information and any special comments included by Company in its discretion;

"Packing Specifications" means the guidelines, specifications and updates or modifications to the guidelines and specifications for use of packaging material of Company and packing of products for shipping to Buyer specified by Company from time to time;

"Party" means Company and Seller individually, and "Parties" means Company and Seller collectively;

"Payment Dates and Cycle"

We release payments to sellers 3 times a month as per the payment cycle. The event of payment is linked to the date of delivery of orders for that period, 

"Payment Gateway" has the meaning given in Clause below (Collection of Payment and Payment to Seller);

"Platform" means and includes an online technology platform i.e. https://www.Indiafad.com, mobile application of the Company, any successor website/ applications, any website of the Company’s affiliates or any other channel facilitated and permitted by the Company;

"Product Information" means, with respect to each Product, the following (including to the extent expressly required under Company Policies): (i) description; (ii) stock keeping unit (SKU) and other identifying information as the Company may reasonably request; (iii) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorisations prescribed by Company from time to time); (iv) categorisation within each Company product category and browse structure as prescribed by Company from time to time; (v) digitised image that accurately depicts only the Product and does not include any additional logos, text or other markings; (vi) Listing Price; (vii) any text, disclaimers, warning, notices, labels, or other content required by Applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of the Product; (viii) brand; (ix) model; (x) product dimension; (xi) weight; (xii) a delimited list of technical specifications; (xiii) other identifying information as Company may reasonably request for accessories related to the Product that are available with the Product; and (xiv) any other information requested by Company or required by Applicable Law;

"Products" means the products listed by the Seller where a Seller is the manufacturer of such product under the brand name of the Seller or the Seller has right to use the trademark belonging to the third party or the Seller has right to sell such product;

"Registration Data" has the meaning given in Clause below (Seller Platform Account and other Obligations of the Seller);

"Representatives" has the meaning given in Clause  below (Confidentiality);

"Sales Proceeds" means amount collected by the Company against Transaction;

"Seller Materials" means all Seller trademarks, tag lines, punch line, content, Product Information, information, data, materials, and other items provided or made available by Seller to the Company or its affiliates or Service Providers;

"Seller Platform Account" means the electronic account opened by the Seller with the Platform in order to enable itself to sell the Products to the Buyers on and through the Platform;

"Seller Return and Refund Policy" means the policies of Seller for return of the Products to Seller and refunds of payment for the returned Products provided by Seller to Company and displayed on the Platform;

"Seller Settlement Account" means a bank account of the Seller or such other settlement account as may be identified and confirmed by the Seller, to which the proceeds of the Transactions processed on behalf of the Seller are to be credited post deduction of applicable fees, costs and taxes and in accordance with the terms herein;

"Service Providers" means any third party who is responsible for providing products or services to Company;

"Sexual Wellness Products" means ‘sex and sensuality’ products; adult goods and services pornography and other sexually suggestive materials (including literature, imagery and other media);

"Shipment Information" means, with respect to any Product, the estimated or promised shipment and delivery date, shipment and order status and tracking of Products;

"Transaction" means any sale of a Product on Platform;

"Transaction Processing Service" has the meaning given in Clause below (Collection of Payment and Payment to Seller); and

"Transaction Account" means the bank account(s) (being the current accounts) opened in the name of the Company wherein the Buyer shall pay and deposit the money for buying the Products offered by the Seller for sale on the Platform.

2.     Interpretation

1.     All references to singular include plural and vice versa and the word "includes" should be construed as "without limitation".

2.     A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

3.     The Annexures form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and the Recitals, Schedules, Annexures to this Agreement shall be read and construed as essential parts of this Agreement. Any reference herein to any clause or Annexure is to such clause or Annexure to this Agreement unless the context otherwise requires.

4.     Unless the context otherwise requires, words importing the singular include the plural and vice versa, and pronouns importing a gender include each of the masculine, feminine and neutral genders.

5.     Reference to any statute, ordinance or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force.

6.     All headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define limit or affect the meaning or interpretation of the terms of this Agreement.

7.     In case of a conflict between this Agreement and other Company Policies, the Company Policies shall prevail.

2.     SCOPE OF THE AGREEMENT

1.     Subject to the terms of this Agreement and in reliance of the representations and warranties of Seller and on payment of Marketplace Fees, during the term of this Agreement, the Company will allow the Seller to list Products for sale on the Platform at the Listing Price determined by Seller and allow the Seller to use the Platform and avail other Marketplace Services on a non-exclusive basis.

2.     It is clarified that Company’s role under this Agreement is limited to maintaining and operating the Platform and provide other incidental Marketplace Services to the Seller for facilitating the online sale of Products by the Seller to the Buyers in accordance with the terms and conditions of this Agreement. The Company is merely an intermediary.

3.     Parties agree and acknowledge that by execution of this Agreement or otherwise, the Seller is not mandated to sell its Products exclusively on the Platform only, and that it is free to sell the Products on any other marketplace platform or otherwise to any third parties.

3.     SELLER PLATFORM ACCOUNT AND OTHER OBLIGATIONS OF THE SELLER

1.     Registration Data

The Seller hereby confirms that it has provided accurate, updated and complete information while creating the Seller Platform Account including but not limited to the ‘know your customer’ details, incorporation details, business details, financials and other information required by the Company and enclosed all the supporting documents as required ("Registration Data"). If the Company has reasonable grounds to suspect that Registration Data is not in accordance with the requirements (whether wholly or in part thereof), the Company reserves the right to reject Seller’s registration and/or indefinitely suspend or terminate its membership and refuse to provide access to the Platform.

2.     Representations and warranties

The Seller hereby represents and warrants to the Company that:

1.     it is legally authorized to carry on business in the geographical areas of operation and has all necessary permits and licenses to carry out its business and has full legal rights to sell the Products;

2.     it has the requisite power, licenses, consents, permission, approvals and authorities to execute, perform and deliver this Agreement;

3.     there is no action, suit, proceeding, claim, arbitration, inquiry or investigation pending against Seller, its activities, properties or assets or for its winding up which may materially affect its financial condition. It is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or Governmental Authority or instrumentality which affects the business or interests of Seller;

4.     it is eligible to register, avail and use the Platform and other Marketplace Services and has the right, power, and ability to enter into and perform under this Agreement;

5.     the name identified by the Seller for registration is the Seller’s name or business name under which the Seller sells the Products;

6.     it is owned and controlled by resident Indian individuals (directly or indirectly thorough Indian resident individuals) and that it does not have equity participation from Company or Group Companies;

7.  8.     Products used in, offered and sold on Platform are legally procured or manufactured and not disabled in any manner and are allowed to be sold on the Platform;

9.     its trademarks and all the rights title and interest are the sole property of the Seller or its licensors and the Seller trademarks do not infringe or pass off the trademarks or logos or service marks or other Intellectual Property rights of any third party and there is no claim, action or proceeding pending before any Governmental Authority that prevents or prohibits Seller from using or exploiting the Seller trademarks under this Agreement; and

10.   the publication, reproduction, display, modification, distribution or transmission of Seller Material or Product listing does not and will not (i) infringe, misuse, dilute, misappropriate, or otherwise violate any Intellectual Property rights of third parties, (ii) constitute an invasion of a party's rights of privacy or publicity; or (iii) reflect unfavorably on Company, Platform, Company’s affiliates or other sellers on the Platform.

3.     Product and Product Information

1.     The Seller shall exercise ownership and control over the Products.

2.     The Seller shall accurately describe the Products to be sold on the Platform and shall be solely responsible for the Product Information and related Product Information while listing Product for sale on the Platform.

3.     The Seller shall take all precautions and steps to ensure that that the Products are not mistaken or misrepresented as being associated with, being sold/provided by the Company and that the Company shall require the Seller to make satisfactory disclaimers to this effect to the Buyer on the Platform.

4.     The Seller shall ensure that that the description of Products must not be misleading and must describe the actual condition of the Products.

5.     The Seller shall be solely responsible to ensure that the Seller Materials, Products and Seller’s offer and sale of the Products comply with all Applicable Laws including all requirements under Legal Metrology Act, 2009 and rules issued thereunder.

6.     Notwithstanding any provision of this Agreement, Seller shall not: (i) provide any information for, or otherwise seek to list for sale on Platform, any Excluded Products; or (ii) provide any URL or links to its website or any other website or page for use or request that can be used on Platform. The Company is not obliged to accept or upload (i) any information for, or otherwise seek to list for sale on Platform, any Excluded Products; or (ii) any URL or links to Seller’s website or any other website or page on Platform.

7.     The Seller agrees not to sell a Product unless the Product is fully fit for its intended use, and is of a style, appearance, quality and consistency that at least meet the standards as shown on the Product Information page. The Company reserves the right (but is not obligated) to perform quality checks before shipment of the Products and approve or disapprove the Products pursuant to these quality standards and the Company will have no liability to compensate Seller for any Products disapproved by it following the aforesaid quality checks. Seller will not ship Products which are damaged, defective, irregular, Excluded Products or of disapproved quality standards.

8.     The Seller agrees and acknowledges that it will be solely responsible for any sale of Product to Buyer that is not in accordance with the order of Buyer or Company Policies. Seller further agrees to resolve all Buyer service issues arising from, or in connection with such sale or delivery of Products. If Seller fails to respond to Buyer service issues related to any Product, or requests received by the Company related to same, the Company may take necessary steps for the resolution of such issues and such cost shall be borne by the Seller. Notwithstanding anything to the contrary in this Agreement, post-sale services, delivery of goods to the customers and customers satisfaction shall be the sole responsibility of the Seller.

9.     The Company may not check or monitor the listings, data and contents displayed appearing, published and transmitted on the Platform and that the Company or Platform does not own, stock, sell, distribute or in any manner come into possession of or verifies any items or products listed or put up for sale on the Platform. Platform is a technology platform which facilitates transactions among various users of the Platform and the Company is not originator of or for any third Party or user of any content on Platform.

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4.     Order and Sales

1.     For each Product sold on Platform, Seller shall be able to see the same on the Platform. If Company believes in its sole discretion that a Transaction represents fraudulent activity, Company may, but is not obligated to, prohibit the Transaction. The Company will not be liable to Seller for any such action that results in or prevents a Buyer from completing an order or causes a Buyer to cancel an order.

2.     The Seller shall retrieve the Order Information using the functionality enabled for Seller Platform Account on Platform and agrees not to cancel any Transaction except as may be permitted pursuant to the terms and conditions of the Company Policies at the time of the applicable order or as may be required under this Agreement.

3.     The Seller agrees and undertakes to comply with the Packing Specifications and shipment and delivery policy for order fulfilment under this Agreement and acknowledges that its failure to perform or fulfil any of the service levels or other provisions of this Agreement shall have a bearing on its ranking on the Platform and entitle the Company to charge penalty, as applicable from time to time, without prejudice to any other consequences and rights as may be available to the Company either in this Agreement or the Applicable Law.

4.     The Seller will not substitute any item or product for an order with another item or product. In the event the order is partly delivered or there are missing accessories or freebies, Seller agrees to immediately provide the same to Buyer at Seller’s own cost.

5.     Title of the Product will transfer from Seller to Buyer immediately upon the full amount of money to be paid by Buyer being received by the Company either online or through Cash on Delivery (COD). The Company will not have title to, or be deemed to be the owner of, any Products at any time under the terms of this Agreement.

6.     The Seller is solely responsible for the compliance under Legal Metrology Act, 2009 or other Applicable Laws in connection with sale of Products to Buyer through the Platform.

7.     The Seller shall solely bear and be responsible for the payment of all taxes that become due under the Applicable pursuant to sale or purchase of Products through the Platform, under Applicable Laws.

8.     The Seller shall not enter into or propose to enter into any transaction, sale or arrangement with the Buyer for the Products with a purpose to evade payment of Marketplace Fees to the Company for such transactions, sale or arrangement.

9.     The Seller shall not use (directly or indirectly) the Platform and Marketplace Services of the Company in any manner or in furtherance of any activity, which constitutes a violation of (i) this Agreement; and (ii) any Applicable Law or regulation or which may cause the Company to be subject to investigation, prosecution or legal action.

10.   The Seller undertakes and agrees that it shall not collude with a Buyer or other sellers or users of the Platform, for drawing benefits from various promotional offers including but not limited to discount or cashback through false or fraudulent transaction. If Seller is found involved in such activity, the Seller acknowledges that Company reserves its right to impose penalty on Seller and recover the money amounting to five times the benefits so drawn or maximum retail price; whichever is higher.

11.   The Seller shall be liable for all the commercial/contractual terms offered by it in relation to the Products. The Seller shall fulfil all obligations to each Buyer for each transaction undertaken through the Platform and will resolve any consumer dispute or complaint directly with the Buyer. The commercial/contractual terms include price, payment methods and terms, date, period, mode of delivery and warranties, after-sales services and other terms related to Products.

12.   The Seller shall maintain and preserve records of the transactions undertaken through the Platform as per the requirement of Applicable Laws.

13.   Notwithstanding anything contained herein, the Seller assures and guarantees to the Company the due performance of all purchase orders of the Buyer. The Seller agrees and acknowledges that all its conduct and transactions undertaken on the Platform shall be subject to the policies as may be notified by the Company from time to time. Seller agrees that Company’s decision in respect of any cancelled transaction on the Platform, Chargeback Transaction, cancellation charges or refund of any Transaction or any cost shall be final and binding upon the Seller.

14.   The Company, without any liability to compensate Seller, shall have the right to cancel any order if the Company understands that Product is not shipped for any reason within the applicable shipping period indicated in the Order Information.

15.   The Seller shall create invoices and shipping labels for Transactions through the Transaction Processing Service using the functionality enabled for Seller Platform Account. Seller will invoice the Listing Price of the Product sold to Buyer as adjusted for any discounts offered to Buyer. IGST/ SGST/ CGST will be charged as per Applicable Law on the adjusted Listing Price. If the Company at its sole discretion decides to charge Shipping Charges and Cash on Delivery charges from the Buyer, then Seller shall print the invoice in this regard and send the same with Product to the Buyer.

16.   The invoice will be placed and sent with the Product shipment in connection with each Buyer order. Seller agrees to use the invoice and label format provided to Seller through the functionality of the Seller Platform Account or any other functionality and undertakes not to make any changes or modifications to the invoice or label format at any time except with the written consent of the Company.

17.   All discounts offered during the term of this Agreement will be borne by Seller.

18.   The Seller shall ensure that there is no breach of security and that the integrity of the link between the Platform and website / backend servers / payment terminals of the Seller (if connected) and the relevant connectivity is maintained at all times during the term of this Agreement.

19.   The Seller shall ensure that it provides to the Company and the Buyer, with an email service/help‐line phone numbers/on-line (as well as off-line, where possible) helpdesk for interacting with the Seller for any questions or requests regarding the Products.

21.   The Seller shall not be entitled to and shall not at any time require any Buyer or the Company to provide the Seller with any details of the Buyer accounts held by the Buyer with the Platform including, without limitation, passwords, account number and PIN which may be assigned to the Buyer by the Company/Platform, from time to time, except for such details as may be required for authorization of a Transaction / charges for the Products being supplied by the Seller and / or pre‐approved by the Company or as may be required under Applicable Law.

22.   The Seller is aware that for the provision of the Platform and ancillary Marketplace Services under this Agreement, the Company has or may enter into agreements with payment facilitators, banks, card associations, payment intermediaries and other service providers ("Ancillary Agreements"). The Seller agrees and undertakes to be bound by the terms and conditions of such Ancillary Agreements that relate to it or are required for providing the Platform and ancillary Marketplace Services by the Company.

23.   The Seller shall be responsible for providing post-sales services of Products, delivery of Products and services associated with Buyer satisfaction. The Seller shall have sole responsibility in connection with the Products, and any warranty/guarantee of goods and services of the Products shall be to the sole account of Seller.

24.   The Seller shall ensure that the best service standards acceptable in the industry are adopted by it in respect of its business.

25.   The Seller acknowledges and accepts that Registration Data and the provisions contained therein shall form an integral part of this Agreement and shall be deemed incorporated herein by reference.

4.     COLLECTION OF PAYMENT AND PAYMENT TO SELLER

1.     The Company shall collect the full payment for sale of the Product through one or more of its designated payment gateways aggregators ("Payment Gateway") or on its own. Seller authorizes the Payment Gateway to act as Seller’s agent for the purposes of processing payments, refunds and adjustments for Transactions, receiving and holding Sales Proceeds on Seller’s behalf and remitting entire Sales Proceeds to Company’s bank account (collectively, the "Transaction Processing Service").

2.     The Seller agrees that as a security measure or in compliance with Applicable Law or any reason thereof, Company or the Payment Gateway shall have the right (but not obligation) to impose limits or restriction on transaction at Platform. Neither Company nor Payment Gateway will be liable to Seller in case of any transaction failure to meet regulatory requirement or due to any technology failure or limitations of technology being used.

3.     If the Company or the Payment Gateway reasonably conclude based on information available to the Company or the Payment Gateway that Seller's actions or performance may result in Buyer disputes, charge backs or other claims, then Company, in its sole discretion, may delay initiating remittances related with such dispute and withhold corresponding payments that are otherwise due to until the completion of investigation regarding any Seller actions or performance in connection with this Agreement and Company will not be liable to Seller for any of its action or Payment Gateway’s action under Clause 4 (Collection of Payment and Payment to Seller).

4.     The Company will remit to Seller the Sales Proceeds collected by the Company in respect of Products delivered to Buyers, within the timeline set out in Annexure A, in the Seller Settlement Account after deducting Marketplace Fees and other costs due to the Company (including any logistics cost, Payment Gateway charge, refunds, adjustments, or other amounts paid to Buyers in connection with the Transaction). The amount of the Marketplace Fees will be posted to Seller's ledger account and will be deducted from the balance of credits in the Seller's ledger account as the amount to be remitted to Seller on the next Payment Due Date. The Company will not be obligated to pay to Seller any amount pertaining to Products that have been initiated for return by Buyer. The Seller hereby undertakes and agrees that in case the payments due to the Seller from the Company under this Agreement are delayed beyond the Payment Due Date, and such delay has occurred owing to reasons outside the control of the Company, then the Seller shall have no claim and shall not take any action against the Company for such delayed payment. Any changes to the charging standards will be announced on the Seller Central and the Company reserves the right of final interpretation.

5.     All payments to Seller will be subject to the deduction of tax at source and other applicable taxes under all the Applicable Laws.

6.     All balances for a given period will be reflected in the Seller’s ledger account through the functionality of the Seller Platform Account or in the periodic statement of accounts provided by the Company to Seller.

7.     In the event there is any deficiency or discrepancy in the remittance made by Company to the Seller of the Sales Proceeds, Seller shall notify the same to the Company within 7 (seven) Business Days from the date of the remittance. Failure to notify the Company within 7 (seven) Business Days will be deemed as a waiver of any right to amounts owed by the Company to the Seller.

8.     The Seller hereby agrees that the Company shall have all the rights to recover/ demand / set-off any amounts paid to the Seller from or against any other Transaction / monies payable by the Company to the Seller. Further, the Company may, in its sole discretion, seek refund of any such additional amount paid to the Seller and the Seller shall refund such amount to the Company in the manner as informed by the Company within 2 (two) days of receipt of such demand / communication to this effect. The Seller agrees and acknowledges that all Transactions and payments related thereto shall be subject to Company’s policies relating to cancellation, chargeback, refund of any Transaction and redressal and escalation matrix. Also, the Seller agrees that Company’s decision in this regard shall be final and binding upon the Seller.

9.     The Company shall be, in relation to a Transaction, entitled at any time to refuse payment hereunder to the Seller or if payment has been made to the Seller, to seek immediate reimbursement from the Seller towards the amounts paid, notwithstanding any authorization given by the Company to the Seller if:

1.     Buyer disputes the nature or quality of the Products supplied under the Transaction;

2.     Buyer disputes or denies the Transaction or the Products covered by the Transaction with reasons thereafter;

3.     Transaction appears more than once to Buyer’s account;

4.     Transaction is doubtful or erroneously paid to the Seller; or

5.     any other event or circumstance which the Company shall from time to time notify to the Seller in writing shall have occurred.

10.   Notwithstanding anything contained herein, where the Company has reason to believe that any Transaction is fraudulently incurred, the Company shall be entitled to withhold payment in respect thereof. In the event that the Company is required to conduct an investigation, resolve any pending dispute related to the Seller Platform Account, Seller Settlement Account or as required by Applicable Law or under direction of any regulatory authority, the Company may defer payout or restrict access to certain funds for the entire time of such investigation or as directed by the regulators. Such funds held back shall not accrue any interest.

5.     EXCHANGES, RETURNS, REFUNDS AND CHARGEBACK

1.     Seller will provide the Company with the Seller Return and Refund Policy and such Seller Return and Refund Policy shall apply to all Products.

2.     Exchange of a Product for another, non-delivery or rejections due to delay in delivery or failure to deliver for any other reason or cancellation of orders by Buyer for any reason, will constitute a return of the Product. Seller will be responsible for accepting and processing returns of Products in accordance with this Agreement and the Seller Return and Refund Policy (displayed as part of Product Information).

3.     The Company will determine and calculate the amount of all refunds (including any taxes to be refunded) for Products returned in accordance with this Agreement and will route all such refunds on behalf of Seller to the Buyer and accordingly debit from the payment to Seller.

4.     The Seller shall comply with exchange and refund policy of the Company in connection with any Transaction undertaken through the Platform.

5.     In case of a "Chargeback Transaction", repudiation of any Transaction by a Buyer, or a request for refund by any Buyer for any reason whatsoever, the Company shall be entitled to debit to the account of Seller or withhold from the amounts due from it to the Seller, from time to time, to recover any amounts due from it or incurred by the Company on account of Chargeback Transactions. Further, the Parties hereby agree that the Company shall, at any time, be entitled to set-off any or all amounts due to it from the Seller, in connection with any or all Chargeback Transactions.

6.     MARKETPLACE FEE AND OTHER COSTS

1.     With respect to each Transaction, the Seller shall pay the Company the applicable fees towards the use of Platform and other Marketplace Services as per the terms set out in Annexure A ("Marketplace Fees") plus applicable GST and other applicable taxes. The Company may at its sole discretion revise the Marketplace Fees, and such revised Marketplace Fees shall be binding on the Seller. The revision shall be binding on the Seller and the Company shall not be responsible in the scenario where the notice sent by the Company at the registered email address of the Seller is not received owing to technical reasons or otherwise. Prior to each payment date, the Company will raise an invoice towards the Marketplace Fees (plus GST as per the applicable taxes at prevailing rates) due to the Company for the relevant settlement period. The continued use of the Platform and other Marketplace Services will signify the Seller’s consent to the change in Marketplace Fees, if any, and use of the Platform with changed terms and conditions.

2.     The Company shall at its discretion collect an interest free security deposit from the Seller or one time fee for the use of the Platform and other Marketplace Services provided by the Company. This security deposit will be determined by the Company and shall be amended/ increased as required unilaterally by the Company.

7.     SALE OF SEXUAL WELLNESS PRODUCTS AND COUNTERFEIT GOODS ON PLATFORM

1.     The Seller may sell Sexual Wellness Products on the Platform for the purpose of increasing awareness about sexually transmitted diseases and promoting methods of safe sex.

2.     The Company has informed the Seller, and the Seller acknowledges, that exhibition or sale of Counterfeit Goods on the Platform is prohibited.

3.     The Seller hereby records that the Company has informed the Seller about the implications of exhibiting and selling Sexual Wellness Products and Counterfeit Goods. The Seller has taken this into consideration and in case it decides to list and sell Sexual Wellness Products and Counterfeit Goods on the Platform, then the Seller shall be solely responsible for such actions and omissions. The Seller covenants and agrees that any liability arising out of or in connection with exhibition and sale of Sexual Wellness Products and Counterfeit Goods on or through the Platform shall be to the sole account of the Seller.

4.     The Company may at any time require the Seller to cease usage of the Platform for exhibition or sale of Sexual Wellness Products and Counterfeit Goods. The Company may at any time block, disable or remove the listings of Sexual Wellness Products and Counterfeit Goods from its Platform without giving prior notice to the Seller. The Company may at its sole discretion suspend or de-register the Seller Platform Account, prevent the Seller from availing Marketplace Services and withhold payments due to the Seller if the Seller engages in exhibition or sale of Sexual Wellness Products and Counterfeit Goods.

8.     PROPRIETARY RIGHTS AND LICENSES

1.     Both Parties agree that the Intellectual Property belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar to the Intellectual Property of the other Party without being specifically authorized in writing by that other Party. However, the Seller hereby grants to the Company and Company's affiliates a royalty-free, non-exclusive, worldwide, irrevocable right and license to use, reproduce, perform, display on Platform and on Company’s Connected Properties (for instance, social media accounts of the Company), and in advertising and other marketing communications promoting Platform that consist of text or a logo or other derivative work) provided or made available by Seller or its affiliates to Company or its affiliates or Company’s Connected Properties or Service Providers. Notwithstanding the foregoing, nothing in this Agreement will be construed as restricting Company from using any Seller’s Intellectual Property in a manner permitted under Applicable Law without a license from Seller (such as fair use or referential use, or valid license from a third party). All goodwill arising out of use of any Seller’s Intellectual Property by the Company will inure solely to the benefit of Seller and its affiliates.

2.     Seller acknowledges that, Company possesses and reserves all right, title and interest in and to its Intellectual Property Rights, know-how developed or provided by the Company, its affiliates or its Service Providers during performance of the services under this Agreement (collectively, "Company’s IPR") and except as may expressly be set forth in this Agreement, no title to or ownership of any of Company’s IPR is transferred or licensed to Seller or any other person pursuant to this Agreement.

3.     Any Company’s IPR expressly provided or made available to Seller or its Affiliates may be used by Seller solely for the express purposes described in this Agreement during the term of this Agreement. For the avoidance of doubt, Seller will not: (i) copy, reproduce, modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble, or make derivative works or improvements based on any Company’s IPR or use, rent, loan, sublicense, lease, distribute, or attempt to grant other rights to Company’s IPR; or (ii) use any Company’s IPR to act as a consultant, service bureau or application service provider, or to permit remote access to any Company’s IPR.

4.     Except as may be expressly authorized by this Agreement, Seller will not and will cause its affiliates not to, without the prior written approval of the Company, engage in, conduct, authorize, assist or encourage any marketing or promotional activities (whether by Seller, its affiliates or any third party or whether online (including through links, private or public forums or URL redirection) or offline related to or referencing Platform or any Company’s IPR or any trademarks of Company or any of its affiliates.

9.     VERIFICATION AND INSPECTION

1.     The Company shall, at its sole discretion, be entitled to carry out verification, audit or inspection at the Seller location and Seller shall provide necessary information, documents, and papers to the authorized representative of the Company.

2.     The Seller shall comply with the Company’s verification, audit and inspection procedures, and the Seller hereby authorizes the Company to share information /documents obtained from the Seller to any rating organization to verify Seller’s rating and performance.

3.     Any decision taken by the Company about the performance rating of the Seller shall be considered as final.

10.   TERM OF THE AGREEMENT

1.     This Agreement is effective on and from the Execution Date by both the Parties and shall remain valid until terminated in accordance with the terms of this Agreement.

11.   COMPANY’S ROLE AND RESPONSIBILITIES

1.     The Parties hereby agree and acknowledge that the responsibility of the Company in relation to the Marketplace Services on the Platform shall be limited to only such instances where the Buyer decides to use the Platform for purchase of Products and the Company’s role shall be limited to provide the Platform for the Transaction and to facilitate the payment mechanism between the Buyers and the Seller through the Transaction Account.

2.     The right to accept or cancel a Transaction after the same has been initiated by the Buyer through the Marketplace Services shall vest with the Seller. However, the Seller shall not be entitled to any monies for such cancelled Transaction. In case, any payment is made to the Seller for such cancelled Transaction, the Seller shall immediately upon cancellation refund such monies to the Company in the Transaction Account.

3.     Notwithstanding anything to the contrary contained in this Agreement, the Company shall have a right to restrict or prohibit a Transaction, at its sole discretion, if such Transaction is in breach or likely to breach of Applicable Laws or the policies of the Company.

4.     The Company shall not be liable to the Seller on account of any Buyer or the Seller being unable to access the Marketplace Services, unless inability to access is directly attributable to the actions or omissions within control of the Company.

12.   TECHNICAL AND BUSINESS REQUIREMENTS

1.     The Company has stipulated specific technical and business procedures to aid the Seller for optimal use of the Platform and other Marketplace Services. The Seller is obliged to comply with these procedures and enact actions to adhere to the same. These may include but are not limited to downloading technical updates wherever applicable, position branding on the business premises, sending out promotional emails, etc.

13.   DATA PRIVACY

1.     The Seller shall not collect and /or share the Buyer data for itself or any other third party / affiliates or any person. The Seller acknowledges that the Company shall be the sole owner of the Buyer data collected / generated under any Transaction; and the Company shall be free to share such data with the Company’s Group Companies or any other person in compliance with Applicable Law.

14.   UNAUTHORIZED OR ILLEGAL USE

1.     The Parties hereby agree that the Company is under no obligation to authorize or settle any Transaction that is in violation of any agreement (including this Agreement), Applicable Law and applicable regulations or exposes other customers / Buyers, the Company’s process or incurs harm to the Company.

2.     If the Company reasonably suspects that Seller Platform Account / Seller Settlement Account has been used for an unauthorized, fraudulent, illegal, or criminal purpose, the Company shall be free to share information about the Seller, Seller Platform Account, Seller Settlement Account and any of the Seller’s Transactions with the relevant regulators.

3.     The Seller hereby agrees and grants express authorization to the Company to share information to the relevant regulators under the circumstances as specified in Clause 14.2 (Unauthorized or Illegal Use) above. It is further clarified, for the avoidance of doubt that any sharing of information under Clause 14.2 (Unauthorized or Illegal Use) of the Agreement shall not be considered as a breach of any confidentiality obligation of the Company under the Agreement or otherwise.

15.   DELIVERY/DISPATCH STANDARDS

1.     Seller shall be responsible for delivery of Products (through itself or any third party) to the Buyer and return of Products which are eventually returned by the Buyer.

16.   PROMOTION

1.     The Company may undertake merchandising, promotion and digital marketing of Platform and Products as solely determined by Company including via the Company’s Connected Properties or any other functions, features, advertising, or programs on or in connection with Platform. Seller acknowledges that Company will have complete rights of approval and ownership over the creative content, themes, sales literature, copy and layout of all advertising and promotional materials and programs, trade materials, business cards, invoices, stationery and other printed matter relating to such merchandising, promotion and marketing activities.

2.     The Company at its sole discretion reserves the right to charge a fee from Seller for its promotion and marketing of the Products. In case the Company decides to charge such fee, it shall give an notice to the Seller to the email address of the Seller registered with the Company. Such fee shall be binding on the Seller and the Company shall not be responsible in the scenario where the advance notice sent by the Company at the registered email address of the Seller is not received owing to technical reasons or otherwise.

17.   DISCLOSURES AND NOTICES

1.     The Company shall provide disclosures and notices required by Applicable Law and other information about the Seller Platform Account or Seller Settlement Account to the Seller electronically by posting it on the Platform or by email to registered email address of the Seller registered with the Company. Such disclosures and notices are considered received by the Seller within 24 (twenty-four) hours of the time posted to the Platform or Seller Platform Account, or within 24 (twenty-four) hours of communication via email or SMS as mentioned above.

2.     The Seller shall provide notice to the Company under or in connection with this Agreement electronically by posting it on the Platform or by email to the 'Seller Support'

18.   PRIVACY TERMS AND SECURITY

1.     The Seller hereby agrees to strictly comply with the privacy policy of the Company as set out here and all other policies, notifications of the Company, as amended from time to time. The Seller shall not share or disclose its sign-in information and passwords with any person other than its authorized officers.

2.     The Company has implemented technical and organizational measures designed to secure the Seller’s personal and commercial information from accidental loss and unauthorized access, use, alteration or disclosure. However, the Seller acknowledges that providing personal and commercial information is at the Seller’s own risk and that the Company will not be held liable for any losses or damages incurred.

19.   SUSPENSION OR TERMINATION BY THE COMPANY

1.     The Company reserves the right to terminate this Agreement, cease to provide the Marketplace Services and/ or close the Seller Platform Account, for any reason at any time that it deems fit, or if the Seller has:

1.     breached the terms of this Agreement or any other agreement it has with the Company or any of the Company Policies;

2.     violated any of the Applicable Laws and regulations related to the Products;

3.     ceased to operate the business or there is any change in shareholding/ownership structure or management of Seller without prior written approval of the Company;

4.     provided any false, incomplete, inaccurate or misleading information or otherwise engaged in fraudulent or illegal conduct;

5.     failed or neglected to use the Marketplace Services or operate Seller Platform Account for a continuous period of 90 (ninety) days;

6.     if there has been a change in policies of the Governmental Authority which renders a change in constitution (management and shareholders), by way of which the existing regulatory regime concerning sale of products has changed; or

7.     change in shareholding pattern or legal structure of the Company; and/or

8.     change in regulatory regime requiring terminating of the Agreement and/or Seller’s Platform Account.

2.     Further, the Company has the right but not obligation to suspend Seller’s access to the Seller Platform Account for any reason at any time that it deems fit, or if:

1.     any person other than the Seller is attempting to access the Platform or the Seller Platform Account or attempts to hack the same;

2.     some person presents identical commercial credentials in attempts to open another Seller Platform Account;

3.     the Company is mandated to do so by the relevant regulators;

4.     any Transaction with the Seller is for any reason unlawful or unenforceable; and/or

5.     a Transaction is doubtful or erroneously paid for, to the Seller.

3.     The Parties agree and confirm that any termination or suspension of this Agreement does not relieve the Seller of any obligations to pay Marketplace Fees or costs accrued till the date of termination and any other amounts owed to the Company as provided in this Agreement to the Company.

4.     On termination of this Agreement, the Seller agrees to return all assets, materials (if any) belonging to the Company and destroy or return the software belonging to the Company at the option of the Company. The Seller agrees to provide the Company with a written confirmation within 15 (fifteen) Business Days, confirming such return or destruction as the case may be.

20.   SELLER’S RIGHT TO TERMINATE

1.     Seller may terminate this Agreement after providing a written advance notice of 60 (sixty) Business Days to the Company which shall be subject to the confirmation by the Company. Upon closure of the Seller Platform Account, all the pending Transactions will be cancelled at the sole discretion of the Company. Any funds that is due to be paid by the Company to the Seller at the time of closure, will be paid to the Seller in accordance with the payout schedule, assuming all payout-related authentication requirements have been fulfilled, pending Transactions have been completed, maximum time for refund by Buyer has expired and no investigation is pending at the time of Seller Platform Account closure. However, commercial terms and warranties in respect of the Products sold by the Seller prior to termination of the Agreement shall continue to be in force and be binding on the Seller.

21.   CONSEQUENCES OF TERMINATION

1.     Upon termination of the Agreement, the Seller agrees: (i) to continue to be bound by such provisions of this Agreement which survive by their nature; (ii) to immediately stop using the Marketplace Services and pay to Company all outstanding fees/ amounts as informed by the Company; (iii) that the Company reserves the right to delete all of information of the Seller and related account data stored on the Company’s servers including the Seller Platform Account; (iv) that the Company shall not be liable to the Seller or any third party for termination of access to the Marketplace Services or for deletion of Seller’s information or related account data including the Seller Platform Account; (v) to provide all records, data, documents in its possession to the Company; (vi) to return all assets, materials and destroy software belonging to the Company; and (vii) that the Company shall disconnect any and all Marketplace Services for the Seller and Seller Platform Account and the Seller shall not be entitled to access the Seller Platform Account from the date of such termination.

22.   RELATIONSHIP BETWEEN THE PARTIES

1.     The relationship between the Company and the Seller is limited to a contractual relationship for the provision of the Marketplace Services and is not one of a principal and agent. For the sake of clarity, the Parties agree that the relationship between the Seller and the Company shall be on principal to principal basis. The Company reserves all rights that have not been expressly granted to the Seller in this Agreement. The Marketplace Services are protected by trademarks, copyright, trade secret and other intellectual property laws. The Seller agrees and acknowledges that for the purpose of this Agreement, the Company is and shall continue to be the owner of all Intellectual Property Rights in the Marketplace Services, the Seller also agrees and undertakes not to claim any right over any such Intellectual Property Rights.

23.   INDEMNITY

1.     The Seller agrees to indemnify, defend and hold the Company and the Company’s respective employees, directors, agents, affiliates, assigns and representatives and the Buyer (upon specific written request from the Company) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses including without limitation attorneys’ fees arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to or in connection with: (i) any actual or alleged breach of the Seller’s representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of the Company Policies; (ii) exhibition and sale of Sexual Wellness Products and Counterfeit Goods on the Platform; (iii) wrongful or improper use of the Company’s technologies; (iv) violation of Buyer’s or any third-party right including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (v) a Transaction in violation of any Applicable Law, rule or regulation of India or any other country; (vi) any other party’s access and/or use of the Seller Platform Account with the Seller’s unique username, password or other appropriate security code; (vii) Products (including the offer, sale, fulfilment, refund, or return thereof), Seller Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing or its submissions, posting of materials or deletion thereof, and any personal injury, death, damage to property related thereto; and (viii) Seller’s use of the Company’s services under this Agreement. Without prejudice to any other rights or remedies that the Company may have, the Company shall have the right to withhold from any payments due to the Seller under this Agreement, the amount of any defense costs, plus additional reasonable amounts as security for Company’s obligations under this Clause 23 (Indemnity).

24.   NO WARRANTIES AND DISCLAIMERS

1.     The Platform and other incidental marketplace services as provided by the Company are provided on an "as is" and "as available" basis. Use of the Platform and other incidental marketplace services provided by the Company is at the Seller’s own risk. To the maximum extent permitted by Applicable Law, the Platform and other incidental marketplace services provided by the Company is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by the Seller from the Company or through the Platform and other incidental marketplace services provided by the Company will create any warranty not expressly stated herein. Without limiting the foregoing, the Company, its processors, its providers, its licensors (and their respective subsidiaries, affiliates, agents, directors, and employees) do not warrant that the content is accurate, reliable or correct; that the Platform and other incidental marketplace services provided by the Company will meet the Seller’s requirements; that the Platform and other incidental marketplace services provided by the Company will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Platform is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Platform is downloaded at the Seller’s own risk and he will be solely responsible for any damage to his property or loss of data that results from such download. The Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Platform or any hyperlinked website or service, or featured in any banner or other advertising, and the Company will not be a party to or in any way monitor completion of any Transaction between the Seller, third-party providers of such products or services and the Buyer.

2.     Except as expressly provided in this Agreement, the Company does not make, and hereby waives and disclaims, any representations or warranties regarding this Agreement or the transactions contemplated hereby, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement or implied warranties arising out of course of dealing, course of performance or usage or trade and without limiting the generality of the foregoing with regard to: (i) the operations of the Platform, content, information, products or services included on or otherwise made available on Platform; (ii) the quantum of sale that may occur on the Platform; and (iii) any economic or other benefit that Seller might obtain through access to the Platform or performance under this Agreement.

3.     The Company reserves the right to change, upgrade, modify, limit or suspend Marketplace Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. The Company further reserves the right to introduce new features, functionalities or applications to the services or to future versions of the Platform and other incidental marketplace services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by the Company.

4.     Seller expressly acknowledges and agree that the Company shall have the full power, authority and discretion (but not the obligation) to make a determination on any dispute between Buyer and Seller, if Seller fails to settle dispute within 7 (seven) days. Seller acknowledges that this Agreement and the relevant Company Policies may not cover all issues that may arise in connection with a Transaction. Seller agrees and accepts that Company shall have the right to modify or supplement the Company Policies at any time without notice. Seller further agrees and accepts that Company shall have the right to make determinations wherever Company considers appropriate having regard to the evidence received by Company and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the Company Policies or this Agreement.

5.     The Company may arrange for customer service centers to provide assistance to Buyers in purchase, payment related queries, or any enquiries as may be requested by Buyers. Seller shall provide all information and assistance as may be requested by Company or its customer service centers to assist Seller in resolving any queries, enquiries or grievances of Buyer. The customer service centers shall be responsible only to provide contact information of the manufacturer or the Seller for any queries and respond to enquiries or grievances relating to the Products and after sale services. The Seller shall remain solely responsible for resolving any queries, enquiries or grievances relating to Products. Company disclaims any liability arising due to delay in providing information to Buyers, or failure in resolution of queries, grievances and disputes of Buyers to their satisfaction.

6.     Seller acknowledges and accepts that since Company is not a party to any Transactions between Seller and Buyer or other participants, the Seller hereby releases and discharges Company from any claims, disputes, demands, liabilities and damages, of any nature (whether direct, indirect, actual or consequential), arising out of or in relation to or in connection with the Transactions.

25.   LIMITATION OF LIABILITY AND DAMAGES

1.     The Company does not represent, warrant, promote, advertise, claim, market and/or testify (i) the Products and/ or any content thereof on the Platform and/ or its accuracy, viability and merchantability, profitability whatsoever; and (ii) the Platform as a whole or any of its parts/tools for their safety, reliability, stability, scalability, accuracy, speed, cost, quality, flexibility, benefits and/or regulatory compliance required for the Platform and sale of Products on or through the Platform. Accordingly, the Seller agrees and acknowledges that the Company nor its affiliates nor any of their respective directors, officers, employees or agents shall be liable for any losses or damages resulting from or arising out of the same.

2.     Neither Company, nor its affiliates nor any of their respective directors, officers, employees or agents shall be liable for any losses or damages resulting from (i) the hacking, tampering or other unauthorized access or use of the Company technologies, Seller Platform Account, Seller Settlement Account or the information contained therein; (ii) any claims from any customer/ Buyer buying or proposing to buy any Products from the Seller; (iii) failure of any Transaction due to the reason attributed to (a) the participating banks whose credit or debits cards are being used by the Buyer for the Transaction, (b) any other third party service provider, or (c) failure on part of payment gateways facilitating payments for a Transaction; (iv) any failure or deficiency in delivering the Products to the Buyer including inter alia any delay in pick-up, delivery of the goods from the Buyer’s location or furnishing of any document, consent, approval required for purchase of the Products by the Buyer and/ or the Seller; and/ or (v) any technology failure such as slow working of Platform, site crashes, uptime, downtime, failure of payment gateways, call center services.

3.     In the event that any Party breaches this Agreement, in addition to any other remedies provided pursuant to this Agreement or Applicable Law, the non-breaching Party will be entitled to recover from the breaching Party only the actual and direct damages that the non-breaching Party incurs on account of such breach.

Notwithstanding any other provision of this Agreement, in no event, either Party or its direct or indirect subsidiaries, affiliates, agents, employees or representatives be liable for (i) any indirect, incidental, special, punitive, exemplary or consequential damages of any kind in connection with or arising out of this Agreement; or (ii) any lost profits, any loss of revenue or any compensation for anticipated sales or the cost of procurement of substitute services or for any costs, expenses, expenditures, investments or other commitments made in reliance upon or otherwise in connection with or arising out of this Agreement, under statute, in equity, at law or otherwise, whether or not the Party has been advised of the possibility of such damage.

4.     The Company’s role is that of an intermediary in the form of an online marketplace and is limited to managing the Platform to enable the Seller to exhibit, advertise, display, make available and offer to sell the Products and to enable Buyer to purchase the Products so offered, and other incidental services to facilitate the Transactions between Seller and the Buyer. Accordingly, the contract for sale of any of the Products shall be a bipartite contract between the Seller and the Buyer. At no time, shall the Company have any obligations or liabilities in respect of such contract nor shall the Company hold any title in the Products. The title in the Products and other rights and interest in the Products shall directly pass to the Buyer from the Seller. Company does not accept any responsibility for the usage of the Products by the Buyer.

5.     Since the responsibility of determining prices of Products lies solely on the Seller, the Company shall not be said to have influenced the prices of the Products directly or indirectly. Company does not warrant that the sale price provided at the Platform for the Products is accurate, proper and valid. Any error in the sale price shall be solely attributed to the Seller and not to the Company. Prices, Product description and availability of the Products are Seller's responsibility. The Seller expressly acknowledges that the Seller selling the defective Products will be responsible to the Buyer for any claims that the Buyer may have in relation to such defective Products and the Company shall not in any manner be held liable for the same. The Seller shall assume all liabilities for the non-availability of the Products, delivery of the Products and the installation of the Products where required.

26.   CONFIDENTIALITY

1.     Each Party undertakes that it shall not at any time during this Agreement and for a period of 3(three) years after termination disclose to any person any Confidential Information, except as permitted by Clause below (Confidentiality).

2.     Each Party may disclose the other Party's Confidential Information:

1.     to its employees, officers, agents, consultants or contractors ("Representatives") who need to know this information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement, provided that the disclosing Party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this Clause 26 (Confidentiality) as though they were a party to this Agreement. The disclosing Party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this Clause 26 (Confidentiality); and

2.     as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority with prior permission of the other Party.

3.     Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in this Agreement are granted to the other party or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

27.   DISPUTE RESOLUTION

1.     If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it ("Dispute") then except as expressly provided in this Agreement, the Parties shall follow the procedure set out in this Clause below (Dispute Resolution):

1.     either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars ("Dispute Notice"), together with relevant supporting documents. On service of the Dispute Notice, the Company and the Seller shall attempt in good faith to resolve the Dispute; and

2.     if the Company and the Seller are for any reason unable to resolve the Dispute within 30 (thirty) Business Days of service of the Dispute Notice, the Dispute shall be referred to the arbitration of a sole arbitrator appointed by the Company.

2.     The provisions of the Arbitration and Conciliation Act, 1996 shall be applicable to such arbitration or any enactment of statutory modification thereof.

3.     The arbitration proceedings shall be in the English language. The seat and venue of arbitration shall be New Delhi, India.

4.     The arbitral award passed by the arbitrator shall be final and binding on the Parties and shall be enforceable in accordance with its terms. The arbitrator shall state reasons for its findings in writing. The Parties agree to be bound thereby and to act accordingly. Notwithstanding the foregoing, either Party may bring an action before the courts in New Delhi of appropriate jurisdiction for interim injunctive relief.

5.     During the pendency of any Dispute, the Seller shall continue to perform its obligations in accordance with the terms of this Agreement.

6.     Seller agrees and acknowledges that the Company shall not be made party to any dispute with the Buyer which is in connection with/ over the Products sold or any services supplied by the Seller and the Seller agrees to indemnify the Company from any loss, cost, compensation etc. arising out of the disputes with the Buyer.

28.   VARIATION

1.     The Company has the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Marketplace Services/ Platform with notice that the Company in its sole discretion deems to be reasonable in the circumstances, including such notice on the Platform or any other website maintained or owned by the Company for the purposes of providing the Marketplace Services in terms of this Agreement. Any use of the Marketplace Services after the publication of any such changes in terms of this Agreement as aforesaid shall constitute acceptance of this Agreement by the Seller as modified. However, any Dispute that arose before the modification shall be governed by the Agreement (including the binding individual arbitration clause) that was in place when the Dispute arose.

29.   ASSIGNMENT

1.     The Company may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the Seller.

2.     The Seller shall not assign or subcontract any or all of its rights and obligations under this Agreement to any other person including a member of its Group Company without written permission of the Company.

30.   FURTHER ASSURANCE

1.     At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

31.   WAIVER

1.     A waiver of any right or remedy under this Agreement or by Applicable Law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

2.     A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by Applicable Law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

32.   ENTIRE AGREEMENT

1.     [This Agreement supersedes the agreement dated [·] executed between the Parties on this subject matter.] Except as expressly provided in this Agreement, these terms read with privacy policy of the Company as set out at here are a complete statement of the agreement between the Seller and the Company, and they describe the entire agreement between the Seller and the Company and the Seller’s exclusive remedy with respect to Seller’s access and use of the Marketplace Services. In the event of a conflict between this Agreement on one side and any other the Company agreement or policy or any agreement entered into/ terms agreed between the Buyer and the Seller on the other side, the provisions of this Agreement shall prevail. If any provision of this Agreement is invalid, unlawful or unenforceable under Applicable Law, it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law, and the remaining provisions will continue in full force and effect. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that the Company may have under trade secret, copyright, patent, or other laws. The Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term in this Agreement shall be deemed as a further or continuing waiver of such term or any other term.

33.   FORCE MAJEURE

1.     Provided it has complied with Clause  (Force Majeure), if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event ("Affected Party"), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

2.     The Affected Party shall:

1.     as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and

2.     use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

3.     If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 2 (two) weeks, the Party not affected by the Force Majeure Event may terminate this Agreement by giving 1 (one) month written notice to the Affected Party.

34.   GOVERNING LAW

1.     This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of India.

35.   JURISDICTION

1.     Subject to Clause  (Dispute Resolution) above, each Party irrevocably agrees that the courts of New Delhi shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

36.   COUNTERPARTS

1.     This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts. The delivery of signed counterparts by facsimile transmission or electronic mail in "portable document format" (".pdf") shall be as effective as signing and delivering the counterpart in person.

 


Annexure - A Policies to work with Indiafad


  1. Ø  Onboarding
  2. Ø  Listing & Pricing
  3. Ø   Order Processing
  4.        Packaging
  5.        Order Status Updation
  6. Ø  Payments & Settlements
  7.        Marketplace Fees
  8.        Payouts
  9.        Taxation
  10. Ø  Return & Replacement Management


 

  1. Onboarding (Let’s make a handshake)

 

@ Indiafad, We aim to onboard partners with strong business aptitude, hunger for growth and exceptional inclination towards online selling for which we would require you to furnish below details :

       Your Name, E-mail ID, Mobile number and  Address,

       Your Business Name, Brand Name, Registered office & shipment address,

       Your Payment related details (Bank Name, Account No., IFSC code),

       Your Tax related details (PAN & TAN, GST No’s.)

If  you are a  (Pvt. Ltd./ Ltd.) Company registered in India, then provide additional details such as  :-

       CIN No,

       Details of Director and DIN Nos.

       Company Tax details

Following documents to be provided for onboarding:

       ID Proof (PAN, Passport, Aadhar, Voter ID or Driving License)

       Address Proof (Shop registration document, Bank pass book, Company certificate of Incorporation, Aadhar, Passport, Driving License)

       Tax Details (GST certificate, PAN card, Provisional GST registration)

       Cancelled cheque for bank account

 

  • Listing & Pricing – Listing

 

@ Indiafad, We are more focused towards building India’s most affordable fashion platform and hence urge you to list and add “Reasonable price with high Quality” products on our platform. Our listing offers you:

       Simple and faster product listing (by following universal method of listings)

       Accurate product description understandable to all*

       Easy and understandable product categories

       Create & Design your own catalog (supported by Indiafad)

       Customizable page on your request*

       Easier updation of your products

       Specifies link for your products (to note)

       Available review and rating from customers.

To standardize the market and to give equal opportunity to every one

       We have created a safe and secure online shopping environment, improving the purchase confidence and satisfaction of consumers, and to protect the rights & interests of sellers on the open platform, the management rules are formulated in accordance with laws, regulations, regulatory requirements and platform regulations. (refer seller agreement)

 

  • Listing & Pricing - Pricing

 

@ Indiafad, you will be our drivers in “GROWTH” to keep us competitive in the market. For this, we always keep in mind It’s “YOUR PRODUCT YOUR PRICE”;

       Your selling price will be referred as “Indiafad price” on platform.

       Please keep in mind, whatever you will charge we’ll charge the same from customers.

Your Price = Customer Price

       Settlement part is discussed separately in later slides

       We will be recommending you the product price from time to time for your easy reference.

       MRP of the products should be justifiable keeping customer trust & confidence over products in mind.

       Your product price on platform will update on daily basis.

 

As Indiafad is committed for fighting with Fake and Counterfeit products, we will be abiding all the policies as prescribed by government or management from time to time.

 

  • Order Management – Order Processing

 

@ Indiafad, We are committed to stick to our promise, of making 100% “ON TIME” deliveries, Kindlyhelp us with :

       Providing correct information about product weight and dimensions(LBH), this will help us offer you best shipping prices.# from our logistics partners.

       You need to keep your products stock up to date physically as well as on platform to avoid cancellations

       Once ordered by customer you can not cancel order keeping customer experience in mind~. If a customer want the order to be cancelled, please have the customer to do it with his/her account.  •An Order Cancellation can be requested only if the products are not shipped from the creator place (after placing the order). Please send us an email on business@Indiafad.com or call us on our helpline number.

       You will have 2 calendar days (after order date) to make product ready for dispatch~.

       Once the product is ready for dispatch, you need to generate manifest for courier pickup within 24 hours~.

       Top 100 Products on platform with on-time record in previous month will have stronger visibility on platform.

 



#

Failing to the same the difference between your weight and actual weight will collected from you with 10% additional penalty on actual shipping charges.
In case the difference is less than 10%, actual shipping charges will be applicable.

~

Failing to which you will be penalized (Flat 8% + GST) of total order value.
Subsequent failure after 5 such instances may resulted into product blacklisting from the platform
In case of more than 15 product blacklisting, will attract seller level action




  • Packaging

 

       Packaging of item will be done by the seller and it should be in proper Manner to avoid any damage or wear/tear.

       It may vary from item to item and seller is the best judge to decide .

       We will do surprise packaging audits from time to time to ensure packaging standards

       If packaging is not up to the mark seller would be charged damages/penalty for any bad customer experience (case to case basis)*

 

*Penalty:20% of the Selling price

  • Payment & Settlements – Payouts

 

@ Indiafad,


•*Fixed Fees : 15% of the order value + GST •*Payment Fees : 2% for Prepaid orders; •*Shipment Fee : As per actuals  Calculated as dead weight or volumetric weight- L*B*H/4000 whichever is higher)

       We have segregated our payment cycle into 3 periods i.e. (1-10th , 11th-20th & 21st to last date of the month),

       Payment cycle will consider orders which are settled (Delivered and completion of return cycle).

       Settlements will take approx. 5-7 business days in reflecting in your registered bank account.

       We will deduct applicable taxes as per Govt. notification and Marketplace fees as mentioned in the previous slide


  • Payment & Settlements – Taxation

 

Currently Govt. defined taxes are as below:

       TCS as per GST : 1% of order value (excluding GST)

       TDS as per Income Tax Act : 1% of total order value.

These taxes will get reflected in your GST and TDS returns subject to furnishing of correct details to us


Note: Settlement period defined as T+2/3 days. T is defined as 30 days as per RBI Guidelines for Nodal account.

 

  • Return & Replacement Management