Sab Ki Shakti Sab Ki Pragati

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Vendor Agreement

These Vendor Terms are generated through a computer system and therefore, it does not require any physical execution or digital signatures, same shall be deemed to be effective upon your acceptance by registration as a Vendor and shall be treated / construed as an Agreement.  

This document is an electronic record in terms of Information Technology Act, 2000 and Rules framed thereunder (as applicable) and the amended provisions pertaining to electronic records in various statutes as may be amended from time to time.

These Vendor Terms govern your access of and/or use of the Website Inkart.in, the mobile application and/or all services, tools related thereto etc., offered by www.inkart.com from time to time (“Platform/Website/Site”) as Vendor/Seller on the Platform.   

Shopinion Kart Private Limited (“Company/our/us”) having its registered address at E-410 Crystal Plaza 4th, Linking Road, Andheri West, Mumbai- 400053, Maharashtra is a company incorporated and registered under the provisions of the Companies Act, 2013, and owns and operates a marketplace under the brand name dotinkart.com (“Brand”) and domain name ___________ that enables Vendors, Producers, Manufacturers, Suppliers, and other sellers to list and sell their product/s through its Platform.

The Vendor (defined hereunder) is an individual or business entity (including its executors, administrators, successors-in-interest/office and permitted assigns) registering itself on the Platform and/or lists the Product. Vendor is engage in the production, manufacturing, distribution, or sale of products as mutually agreed between the Parties from time to time in writing including such other products as may be introduced by the Vendor from time to time on the Platform further including related services thereto in connection with the products (“Product/s”).

Based on the Vendor’s representations and negotiations between the Parties, Vendor desires to List the Product on the Website, and the Company has agreed to the same on the following terms and conditions as may be updated from time to time, for the duration of this Agreement.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1.RECITALS:

The Recitals shall form an integral part of this Agreement as if the same are repeated herein verbatim.

2.DEFINITIONS:

For the purpose of this Agreement the following meanings shall be ascribed to the following words save and except where otherwise expressly specified:

  • “Agreement” means these Terms/ this entire Agreement and any Schedule(s), Annexure(s), Addendum(s), forming part of this Agreement;
  • “Buyer”shall mean any individual, group of individuals, firm or any other entity placing an order for the Products Listed on Platform.                                                                    
  • “Confidential Information” shall mean all information shared by Company with the Vendor during the Term or before pertainingto itself and/or its Registered Users and/or other Vendors, and shall include but not be limited to this Agreement, all know-hows, ideas, designs, documents, concepts, technology, manufacturing processes, industrial, marketing, commercial knowledge, trade secrets, copyright, trademarks, patent and ancillary information and other proprietary or confidential information regardless of form, format, media including without limitation written or oral and also includes those communicated or shared through discussions, telephone conversations, meetings, documents, correspondence or inspection of tangible items, facilities or inspection at any site or place including without limitation.
    1. Research, development or technical information, confidential and proprietary, information on Products, Intellectual Property Rights;
    2. Business plans, operations or systems, financial and trading positions;
    3. Details of Buyers/Registered Users, suppliers, debtors or creditors;
    4. Information relating of the officers, directors or employees of the Company or its Buyers/Registered Users or other users and its related corporations;
    5. Discussions, dialogues, media (planning & buying) plan and rates, media strategies;
    6. Marketing information, brochures, printed matter, rates and rate tables;
    7. Formulae, patterns, compilations, programs, devices, methods, techniques, or processes that derive independent economic values, actual or potential form not being generally known to the public.
  • “De-Listing” shall mean the act of removing or disabling a Vendor’s access to the Platform, including the removal of one or more of the Vendor’s Listed Products, suspension or termination of the Vendor’s account, and/or restricting the Vendor from marketing, offering, or selling any of its Products through the said Platform.
  • “E-Commerce Business” means the Business carried out by the Company of displaying, Listing, advertising, promoting, marketing, offering for sale, and/or selling various products listed by various third party vendors on the Platform.
  • “Escrow Mechanism” shall mean theEscrow Mechanism as laid down by the Company in clause ____ of the Agreement.  
  • “Government / Government 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.
  • “Inkart/Company Affiliate/s” shallmean any and all group companies, affiliates, subsidiaries, agencies and divisions of such group companies of the Inkart.com in existence from time to time
  • “Intellectual Property Right”means any patent, copyright, moral right, trademark, service marks, logos, commercial names, logo identity, logo guidelines, domain names, website name, patents, designs, business processes, semiconductor topography rights or industrial property, know how, software, programs, process, source code, concept, idea, systems, process flow, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any other intellectual property right arising under any Applicable Laws and all ancillary and related right, including all rights of registration and renewal and causes for action for violation, misappropriation or infringement of any of the foregoing.
  • “List/Listing” uploading and displaying Products on the website, namely Inkart.in, on “as-is-basis”.
  • “Objectionable Content” For the purposes of this Agreement, “Objectionable Content”refers to any content, including but not limited to audio recording, Product Listings, descriptions, images, videos, promotional material, or communications associated with products sold through the Website, that promotes:
    • Cultural Sensitivity Violations:
      1. Misrepresentation or inappropriate use of cultural or indigenous items, including handmade goods or traditional crafts, that could be considered disrespectful or offensive.
    • Health, Safety, and Product Standards Violations:
      1. Products that do not comply with food safety regulations (e.g., FDA regulations or any other Rules / Regulations) as may be applicable from time to time or that contain harmful, unregulated ingredients;
      2. Misleading or unverified health claims or benefits, especially for food, cosmetics, and health-related products;
      3. Unsafe or harmful products that could cause injury or adverse health effects, including unregulated or improperly labeled food items, cosmetics, or accessories;
      4. Violation of privacy or data protection rights, including unauthorized collection or sale of personal data.
    • Information or content violations:
      1. Information or content that belongs to another person and which the Vendor does not have any legal right or authorization to use;
      2. Contains content that deceives or misleads the recipient about the origin of the message or communication, or is grossly offensive or menacing in nature;
      3. Impersonates another person or entity;
      4. Contains software viruses, malware, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer resource or system;
      5. Contains wrong description, method to use, ingredients etc., or any kind of discrepancy in the product packaging or shown on the website by the Vendor;
    • Contains:
      1. Offensive, defamatory, misleading audio recordings, Pornographic, sexually explicit, or adult content;
      2. Violence, hate speech, or discrimination based on race, ethnicity, gender, sexual orientation, religion, disability, or other protected status;
      3. Defamatory, false, misleading, or harmful statements;
      4. Illegal activities or the sale of prohibited goods, including drugs, weapons, counterfeit products, or substances that violate applicable laws;
      5. Intellectual property violations, such as unauthorized use of copyrighted material, trademarks, or patents;
      6. Offensive, vulgar, or obscene language;
      7. Fraudulent, deceptive, or misleading practices, including scams or false claims.
    • “Order”shall mean an order for purchase of Products wherein Registered User has agreed to purchase the Product upon the terms and conditions and at the price indicated on the Platform of the Vendor.
    • “Personnel” means the employees and professionals of the Vendor who are engaged to List and sell their Products through Company channel/website  ___________________________ under the terms and conditions of this Agreement;
  • “Registered User” is any individual, group of individuals or entity, firm, organisation etc.that creates an account on the Platform or logs in by submitting personal information/credentials emails, contact number, for the purpose of browsing, purchasing, or otherwise engaging with the products or services Listed.
  • “Service Charge” shall mean the margin per transaction charged by the Company to the Vendor at the rates agreed to between the Parties, upon the sale of product on Platform.
  • “Vendor”shall mean and deemed to include any individual, group of individual, firm, entity, organisation etc. registering themselves, as vendors

3.TERM:

This Agreement shall commence from the Effective Date and shall remain valid unless notice of termination has been sent by the Company in writing to the Vendor herein. The Company reserves all its right to terminate this Agreement or subsequent terms or any other negotiations immediately, if the Vendor breaches any terms of this Agreement and/or other policies introduced by the Company or Government Authority from time to time in accordance with the applicable laws.

4.SALE BY VENDOR/ COMPLIANCE BY VENDOR

  • The Vendor intends to sell various Products as Listed in the link ______________hereto, and referred to as the “Product” through the Platform and has accordingly approached the Company to List the Vendor and its Product on the Platform for allowing the Vendor to sell and market Vendor’s Product through the Platform.
  • The Vendor confirms that in addition to this Agreement, the Vendor shall also be bound to abide by the following documents of the Company
  1. Privacy Policy
  2. Terms of Use
  • Cookie terms
  1. Refund and Replacement Policy
  2. Shipping Policy
  3. Payment Policy
  • And other policies as may be formulated/ framed by the Company from time to time in relation to the Platform and/or this Agreement.

5.COMPANY’S OBLIGATIONS/ LISTING:

  • Subject to the other terms and conditions of this Agreement, the Company will provide E-commerce services to the Vendor where the Company will provide the access to Platform to Vendors to List its Product/s and avail the wide range of market of users. Accordingly, a Service Charge will be leviable for sale of each Product through the Platform as per the Escrow mechanism of the Company.
  • The Company reserves all the rights and its sole discretion to List any number of Vendor having similar or different Product/s or category of Product/s, on Platform without any reference or recourse to the Vendor or without any exclusivity restrictions. (The Company reserves its sole discretion and absolute authority to List or delist any Vendor, in respect of any or all of its Product/s without giving any ground or reasons to Vendor).

7.REPRESENTATIONS OF THE VENDOR:

The Vendor has represented to the Company that:

    • The Vendor is an individual/business entity engaged in the production, manufacturing, distribution, or sale of Products and intends to sell only such Products as specifically mutually agreed between the Vendor and Company in writing or such products which may be introduced by the Vendor form time to time on the Platform.
    • The Vendor agrees to supply high-quality Products that comply with all relevant certifications, standards, and applicable laws. The Vendor also commits to maintaining transparency and accuracy in product descriptions, pricing, and delivery timelines. The Food products listed by Vendors must be wholesome, unadulterated, uncontaminated, properly labelled and fit for human consumption. The Vendors solely at its own costs charges and expenses, shall carry out the Food Recall method for removing or correcting marketed food products and their labelling that violate the laws administered by the regulatory authority and similarlynotify to Company and users for the same. Vendor shall bear all costs and liabilities arising from such recall.
    • The Vendor possesses all the required permissions, approvals, and licenses that may be required in the production, handling, distribution, selling, holding, advertising (as the case may be) of the Products under local, municipal, state, or central laws and all other advertising regulations and as may be necessary for the purpose of entering into this Agreement and carrying out business through the Platform and further to continue the same.
    • The Vendor is the legal owner and/or has the proper rights, licenses, and permissions to sell the Products Listed on the Company. The Products Listed by the Vendor do not infringe upon the Intellectual Property Rights (e.g., patents, trademarks, copyrights, design, trade secrets etc.,) of any third party, and the Vendor has not been notified of any claims related to intellectual property infringement regarding the Products.
    • The Vendor acknowledges that Company reserves the right to review, modify, or remove any ProductListing or content that violates this Agreement, any other writings, or that Company deems inappropriate or harmful to the Platform or its Users.
    • The Vendor represents and warrants that all Products Listed, marketed, or sold by it through the Platform shall comply with all applicable laws, regulations, and industry standards in the jurisdiction(s) where the Products are sold, including but not limited to food safety, labeling, import/export laws, health and safety regulations, and consumer protection laws, and further meets all the required certifications such as the FSSAI certifications, organic certifications, quality marks, etc.
    • If the Vendor is Listing food, health-related products, or cosmetics, the Vendor warrants that the ingredients and formulations of such Products are compliant with relevant food safety or health standards (e.g., FSSAI, Drugs and Cosmetics rules etc.) and all other applicable laws, and that the Products are properly labeled with necessary information, such as nutritional facts, allergens, warnings, expiry dates, and certifications where applicable.
    • All product descriptions, images, pricing, and other related information provided by the Vendor are accurate, true, and not misleading.
    • The Products are as described, and the Vendor has taken reasonable steps to ensure that all representations about the Products (including any health, safety, or performance claims) are substantiated by appropriate documentation and evidence.
    • The Vendor’s Products are of merchantable quality, safe for consumption or use, and free from any defects in materials or workmanship.
    • The Vendor shall specifically prescribe and display the special requirement for handling, storing, maintenance, consumptions, use of the relevant product/category of Product/s while listing it for display, so that the same are conspicuously displayed to the Users.
    • The Vendor represents and warrants to Company that it possesses the necessary product quality to meet Company’s standards for certification, delivery, and customer service in compliance with the various policies introduced by Company from time to time. The Vendor Further represents that it has the required infrastructure, expertise, experience, skills, knowledge, and workforce to produce, maintain, market, and supply the Product in accordance with Company’s terms under this Agreement and other policies.
    • Vendor agrees to immediately notify Company of any product recall and shall cooperate fully, at its own expense, to remove affected products and notify customers as required. Vendor shall bear all costs and liabilities arising from such recall
  • A minor, that is, any person under the age of 18 (eighteen) years, shall not register and/or attempt to register as a Vendor on the Platform, engage in any commercial or contractual transactions, communicate with customers/Buyer/Registered User through the Platform in a commercial capacity and/or use the Platform in any manner except through its natural/legal guardian.
  • In the event a minor accesses or engages with the Platform, Company reserves the right to remove Vendor’s engagement including but not limited to registration, personal or business-related information and/or refuse Vendor access to the Platform.
  • If the Vendor registers as a business entity, it must be compliant under the Indian laws and shall be duly registered and incorporated under the laws of its country of origin.
  • If the Vendor is registering as a business entity, Vendor must affirm that they have been duly authorized by the business entity to accept and enter into this Agreement and that Vendor have the authority to bind the business entity to these terms. All the licenses, permissions and approvals should be obtained in the name of the Vendor only.
  • The business entity shall have the requisite power and authority to conduct and engage in the business/Product/s it seeks to promote on the Platform.

8.LISTING OF THE PRODUCTS:

  • The Vendor shall List the Vendor’s Products separately and specifically which Vendor intends to sell and market on the Platform.
  • The necessary licenses such as FSSAI, etc., shall be obtained in the Vendors name, and should be validly existing as long as the Product is continued to be Listed on the Platform.
  • The Vendor agrees to furnish accurate, current, and complete details as may be required for Vendor registration in connection to the use of Platform, Vendor and its Product/s as required on the Vendor Registration Portal (“Vendor Registration Portal”)maintained by Company on Platform, including but not limited to the full legal name, address, contact, business details, GSTIN, PAN, pin code, registered address of the business, description of the Product, manufacturing details, the necessary license number, ingredients, uploading of the scanned certifications in accordance with the applicable norms under various statutes and practices to display the same on the Platform. The Vendor shall immediately notify Company about any norms, certifications which are required and not asked on the Vendor Registration Portal as and when it comes to the knowledge of the Vendor, and make Company aware about the same.
  • For Listing of the Product, Vendor shall follow/abide by the Policies of the Company from time to time including not limited to Privacy Policy, Terms of Use, Cookie terms, Payment Policy and Refund and Replacement Policy, Shipping Policy and other terms/ policies/ Forms of the Company as applicable to the Platform.
  • Relying on the representations and warranties of the Vendor, the Company will List the Products on its Platform subject to the terms and conditions as stated hereunder together with the further terms as may this Agreement be subject to.
  • Though the Company reviews the Product on its own parameters before approving to, List and display Products on the Platform, but Company shall not take any responsibility as to the authenticity, licensing, approvals of the each and every quantity, unit of the Product being delivered to the Users directly by the Vendors or though Company.
  • The Company shall not be responsible for verification of composition, formulation, or ingredients of the Products, nor for assessing the manufacturing processes, including compliance with Good Manufacturing Practices (GMP). Company acts solely as an intermediary displaying the information, representations, and disclosures provided by the Vendor at the time of registration and Product Listing, without conducting any independent verification.
  • The Vendor shall be solely and fully responsible to follow necessary industrial standards for manufacturing, licensing, storage, GMP etc., as may be required in conformity with the specific requirement of the Product.
  • The Vendor undertake that in case of the change of the circumstances the at the time of registration as Vendor and thereafter subsequently, if the Vendor falls under compliance categories of various laws, then the vendor shall at its own instances voluntarily follow necessary procedures to comply with the norms. For example : upon increase in turnover more than 12 Lakhs the Vendor is required to obtain FSSAI license /Certificate and upload the same to the Company Platform. As per the turnover of the Vendors, they shall voluntarily upload/furnish the various licenses such as FSSAI Registration Certificates and Jaivik Bharat Certificates etc. or such compliances as may be applicable, to the Company.

9.OBLIGATIONS, UNDERTAKINGS AND WARRANTIES OF THE VENDOR:

The Vendor undertakes/warrants as follows:

  • The Vendor agrees to comply with Product safety standards, including any applicable Product testing or inspection requirements applicable today or as may be applicable due to change in law in future.
  • The Vendor shall obtain and maintain all necessary licenses, permits, registrations, or approvals required for the lawful manufacture, distribution, marketing, sale and offer for sale of the Products.
  • The Vendor agrees to List only those Products that meet all relevant legal, regulatory, and certification standards applicable in the jurisdiction(s) where the Products are sold. The Vendor confirms that the Products Listed on the Platform for the sales are currently available for sale and that the Vendor will maintain a consistent supply of the Products throughout the Term of the Agreement.
  • The Vendor shall be solely and exclusively responsible for the accuracy, completeness, and legality of all product information, descriptions, specifications, images, content, marketing materials, and any other data or materials provided or published by the Vendor on the Platform.
  • The Vendor shall ensure that all Products are packaged in a safe, secure, and tamper-proof manner, using materials suitable for the nature of the Products which includes accurate, legible, and lawful labeling, and compliant with all applicable laws and regulations, including but not limited to the Legal Metrology (Packaged Commodities) Rules, 2011, Food Safety and Standards (Packaging and Labelling) Regulations, Drugs and Cosmetics Rules (where applicable), and other applicable laws. The Vendor shall be solely liable for any loss, damage, or regulatory action arising from non-compliant or inadequate packaging.
  • The Vendor will ensure that Products do not contain harmful substances or ingredients that could cause harm to consumers or violate regulatory standards.
  • The Vendor will ensure the prompt shipment of Products in accordance with the agreed timelines and delivery terms.
  • The Vendor guarantees that the Products sold through the Website comply with consumer protection laws, including offering appropriate warranties, return policies, and customer support as required by law.
  • The Vendor shall abide by the payment mechanism and payment terms of the Company, honor refunds, returns, and exchanges in accordance with Company’s Payment and Return policy or any legal requirements and shall abide by the same, as may be updated/amended from time to time by the company.
  • The Vendor shall also be fully responsible for the offer for sale, sale, delivery of the Products, after sale services, and warranties, through the Platform. Vendor will ensure that during the term of this Agreement Vendor remains fully compliant with all Applicable Laws statutes, rules, regulations, guidelines, and notifications in force from time to time related to its Products or applicable to the Vendor or for the purpose of its business including but not limited to NDPS, Drugs and Cosmetics Act 1940, Drugs and Cosmetics Rules 1945, Legal Metrology Act 1940, Legal Metrology (Packaged Commodities) Rules 2011, The Food Safety and Standards Act 2006, The Information Technology Act, 2000, including rules pertaining to electronic records and data protection, The Consumer Protection Act 2019, the Consumer Protection (E-Commerce) Rules 2020, The Environment Protection Act 1986, where applicable (e.g., for packaging materials or hazardous substances), Goods and Services Tax (GST) laws, Any sector-specific regulations issued by relevant authorities such as the Central Drugs Standard Control Organization (CDSCO), Food Safety and Standards Authority of India (FSSAI), or any other regulatory authority.
  • The Vendor agrees not to engage in any form of malpractice, restrictive trade practices, unfair trade practices, or deceptive advertising that may contravene the provisions of the Consumer Protection Act, 2019 or any other applicable laws in force.
  • The Vendor further undertakes to comply with all applicable norms, guidelines, and regulations set forth by the Competition Commission of India (CCI), including but not limited to avoiding anti-competitive practices such as price-fixing, market manipulation, abuse of dominance, or any other conduct that could distort competition in the market and or any such act which causes any hardships to the Company.
  • The Vendor will comply with applicable data protection laws regarding the collection, storage, and use of Buyers/Registered Users data, including obtaining proper consent from Buyer/Registered Users where and shall be abide by the Company’s Privacy Policy and Terms of Use.
  • The Vendor will not collect or share personal information without proper authorization, and will ensure that Buyers /User/Registered User’s information is securely handled.
  • The Vendor’s Listings and promotional materials will not contain any objectionable content, or content that could harm Company’s reputation or violate applicable laws.
  • The Vendor shall not bound itself by any agreement that would conflict with its obligations under this Agreement, and that it will not enter into any arrangement that would prevent it from fulfilling its commitments to Company.
  • The Vendor will continuously ensure compliance with all applicable laws, regulations, and Company’s policies throughout the duration of this Agreement and will immediately notify Company of any changes that may impact the compliance or legality of the Products as being offered for sale on the Platform.
  • The Vendor agrees to indemnify and hold harmless Company from any claims, damages, or liabilities arising out of the sale, promotion, or Listing of the Products, including any claims related to intellectual property infringement, Product defects, or violation of laws.
  • Any incentives provided by the Company shall be at the sole discretion of Company, and the Vendor shall not raise any objection to the same.
  • The Vendor shall take reasonable care to ensure that it always acts with due diligence and care in fulfilling its obligations under this Agreement. The Vendor shall not, without the prior written permission of Company, subcontract or appoint any agent to fulfill its obligations under this Agreement.
  • The Vendor agrees to strictly adhere to all the legal and regulatory obligations relation to business and/or Product, all operational policies, Listing guidelines, code of conduct, Privacy Policy, Terms if Use, cookie terms and other standard operating procedures as may be notified by Company from time to time.
  • The Vendor expressly acknowledges and agrees that it is solely and entirely responsible for:
    • the Products and all associated warranties, claims, representations, and obligations;
    • any third-party claims, complaints, or legal actions related to the Products;
    • updating and ensuring the accuracy of Product descriptions, pricing, packaging, handling, use, availability, and all other content it provides on the Platform.
  • The Vendor confirms that the Vendor is aware that the Company does not provide assurance of the identity of any Buyer/Registered User nor does it offer a guarantee that a Buyer/Registered User of a Vendor will successfully complete a transaction.

10.COMPANY’S OBLIGATIONS:

  • The Company shall endeavour to use reasonable security measures to protect against unauthorized access to the Platform and to Vendor’s data. This includes maintaining proper firewalls and protection systems.
  • The Company will provide reasonable technical support to the Vendor as it relates to using the Platform for the sale of goods and/or services as it may deem appropriate.
  • The Company agrees to provide the Vendor with periodic sales reports showing the number of units of each Products sold, total sales, and any returns or refunds processed during the reporting period.
  • The Company will provide basic customer service to the Buyers/Registered Users, including assistance with navigating the Platform, making purchases, and addressing non-vendor-specific issues.
  • The Company will make reasonable efforts to limit downtime and ensure that Platform is available for use by Vendors and Buyers.
  • The Company is responsible for ensuringthat it complies with all applicable laws, regulations, and standards in the operation of the Platform.

11.FEES AND PAYMENTS/ ESCROW MECHANISM:

  • The Company shall engage a bank as an escrow agent (“Escrow Agent”) to collect the Paymenton behalf of the Company in respect of the Orders received by it through Platform (“Sales Proceeds”). In consideration of the Services rendered under this present term, the Company shall charge the Service Charge to the Vendor at the rates decided between the Parties under a separate writing or Company’s payment policies.  Any amount to be paid to the Vendor by Company shall be paid net of reversals e. after deduction of Service Charge and any other outstanding charges taxes (“Product Cost”), payable to the Company by the Vendor from the Sales Proceeds by the Escrow Agent upon such terms and conditions as agreed between the Company and the Escrow agent.
  • Appointment of Escrow Agent: The Vendor acknowledges and agrees that the Company has appointed [Name of Bank] (the “Escrow Agent”)to act as an independent third-party agent for the purpose of receiving, holding, and disbursing funds in connection with transactions conducted through the Company’s e-commerce platform.
  • Collection of Payments: All payments made by Buyers for Products listed by the Vendor shall be received by the Escrow Agent on behalf of the Company and the Vendor.
  • 7 days Refund and Replacement: The Vendor shall follow a strict refund and replacement policy of 7 days. The Vendor agrees and undertakes to specifically adhere to the timelines of 7 days for providing replacement of Products and any other contrary timelines followed by Vendor shall not be acceptable same being essence of this Agreement.  Any grievances of the Users for non adherence to these timelines shall be solely handled and cured by the respective Vendor at its own costs, charges and expenses without any liability or recourse to the Company.  
  • Disbursement of Funds: Upon confirmation of successful delivery and/or completion of the escrow terms (as determined in the agreement between the Company and the Escrow Agent), the Escrow Agent shall disburse to the Vendor:
    • The Product Cost, net of applicable charges, taxes, and deductions, to the Vendor; and
    • The Service Chargeto the Company, as agreed between the Vendor and the Company.

The payment shall be made to the Vendor within a period not exceeding _____ days.

  • Authority to Instruct Escrow Agent: The Vendor hereby irrevocably authorizes the Company to instruct the Escrow Agent regarding the disbursement of funds, including amounts to be released to the Vendor and the Company, in accordance with the transaction details and applicable terms.
  • No Right to Escrow Funds: The Vendor acknowledges and agrees that it shall have no right, title, or interest in the escrowed funds until such time as the disbursement is made by the Escrow Agent in accordance with this Agreement. The Company and/or the Escrow Agent shall not be liable for any delay or failure to disburse such funds where such delay or failure is caused by reasons beyond their reasonable control or due to reasons attributable to the Vendor.
  • Fees and Charges: The Vendor agrees that any fees associated with the escrow services may be deducted from the transaction proceeds or charged separately, as may be communicated by the Company from time to time.
  • The Vendor shall be bound by the“Shipping Policy” and “Refund & Replacement Policy” of the Company as updated from time to time on the Platform and same shall be intimated to the Vendor through the Platform.
  • The Vendor shall be also bound by theterms of the escrow arrangement between the Company and the Escrow Agent for the purpose of the payments of Product Cost to the Vendor.
  • The Company through the Escrow Agent will collect the Sales Proceeds for Products through payment gateways aggregators (“Payment Gateway”) or on its own. Vendor agrees that Company through the Escrow Agent can authorise the Payment Gateway for processing payments, refunds and adjustments for Vendor Transactions, receiving and holding Product Cost on Vendor’s behalf and remitting Service Charge to Company bank account.
  • If Company or the Payment Gateway reasonably conclude based on the available information that Vendor’s actions or performance may result in Buyer disputes, charge backs or other claims, then Company may, in its sole discretion, may instruct the Escrow Agent to delay initiating remittances related to such dispute and withhold corresponding payments that are otherwise due to until the completion of investigation regarding any Vendor actions or performance without any further liability.
  • The Company reserves the right to instruct the Escrow Agent to withhold the Sales Proceeds or any portion of the Sales Proceeds in a reserve account pertaining to the disputes with Buyers or registered or any third party arising out of any default or defect in services of Vendor or the Product.
  • In the event any order is reversed due to “Damaged Product”, “Quality Issue”, “Not delivered”or “Wrong Item delivered”, Vendor agrees that the logistics and handling will be borne by the Vendor and the said charges will be deducted from the amount due and payable to Vendor, if paid by the Escrow Agent on behalf of the Company.

 

  • The Vendor 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 restrictions on transaction at Marketplace. Neither Company nor Payment Gateway will be liable to Vendor in case of any transaction failure to meet regulatory requirements or due to any technology failure or limitations of technology being used.
  • The Company shall not be held accountable for instances of non-delivery, non-receipt, non-payment, damage, breach of representations and warranties, non-provision of after-sales or warranty services, or fraud regarding the Products Listed on the Company as the Company’s payment facility does not provide a basis for such liability.
  • Neither shall the Company be held liable for any delay in remittance of funds caused by the Escrow Agent nor shall the Company be liable for any acts, omissions, negligence etc. of the Escrow Agent.

 

  • The Vendor bears the sole responsibility for issuing invoices that are both correct and complete. However, the Company may offer assistance in this regard by generating invoices on behalf of the Vendor.
  • In the event that any charges are levied by a bank, the Company reserves the right to take action in accordance with appropriate guidelines and policies.
  • The Company through its Escrow Agent reserves the right to withhold payment or deduct/adjust amounts from future payments in case of any violation of the Vendor Terms, policy violations, or any fraudulent activities conducted by the Vendor.
  • The Vendor agrees to notify the Company in writing within a reasonable time frame, not exceeding 2 (two) calendar days, in case of any discrepancies or disputes regarding payments with the Company or Buyers.
  • The payment to the Vendor will be settled in the following manner:
    1. The Vendor agrees to pay all applicable Service charges and fees associated with their Agreement to as outlined in the service order, statement of work, supplemental terms, or otherwise agreed usage charges.
    2. The Vendor shall provide valid and up-to-date payment information, such as debit card, credit card, or other approved payment methods, to the Company.
    3. The Vendor authorizes the Company to charge the designated payment method for all applicable Service charges and fees. The Vendor further authorizes to use a third party to process payments and consent to the disclosure of their respective payment information to such third party.
    4. All Service charges and fees are exclusive of any applicable taxes, including Goods and Services Tax (GST) or other similar taxes, imposed by the concerned government or authorities. The Vendor shall be responsible for paying any such taxes as required by applicable laws.

 

 

  • The Vendor shall review invoices promptly upon receipt and notify them of any discrepancies or concerns within a 48 hours.

 

  • All Service Charges and fees are non-refundable, except as expressly provided in this Agreement or required by applicable law.
  • The Company reserves the right to modify the Service Charges and other fees for the Service upon providing the Vendor with prior notice, which may be in the form of an updated pricing schedule or other written communication. The Service Charges adjustments shall become effective upon the start of the next billing cycle. In the event of a Service Charges and other fees increase, the Vendor may have the option to terminate their Agreement and close its account upon written notice to the Company before the Effective Date of the Service Charges increase.
  • The Company  is entitled to deduct TDS or TCS as per the applicable laws.

12.PRODUCT QUALITY AND CERTIFICATIONS:

  • The Vendor guarantees that all Products Listed are certified organic and comply with relevant certification bodies.
  • The Vendor agrees to provide proof of certification upon request by the Company or a regulatory authority.

13.COMPANY’S PRIVACY POLICY:

The Vendor shall abide by the Privacy Policy as may be amended by the Company from time to time on its Platform ___________________.

14.RIGHTS OF THE COMPANY:

  • The Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s), audio recording uploaded on the Platform by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic, audio recording is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of Platform. In such an event, the Company reserves the right to forthwith remove/close the account of the Vendor and terminate this Agreement without any prior intimation or liability to the Vendor. The content, graphics, images, designs, displayed by the Company on the platforms are sourced through Canva viz. ______platform and due credit is hereby given to Canva for use of such content, graphics, images, designs on the Platform. Further, The Company claims no right, copyright or ownership over such designs and Graphical representations. The images displayed are for the representational purposes only they does not claim to be truly captured picture of the occasions/objects. The Company is not engaged in any kind of production, manufacturing, or sale of any Products and the role of the Company is an intermediary between the listed Vendors and the users of the Platform. Nonetheless, the Vendors selling the products on the Platform are encouraged to upload the real images of the Product/s they intend to list and/or sell.
  • The Company reserves the right to provide and display appropriate disclaimers, privacy policy and terms of use on Platform.
  • At any time if Company believes that the services are being utilized by the Vendor etc., in contravention of the terms and provisions of this Agreement and/or terms and conditions of use of Platform, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/ terminate the Service(s) to Vendor as the case may be, without liability to refund any amount  and shall be entitled to instruct its Escrow Agent not to refund any amount to the Vendor, forthwith remove/block/close the Platform of the Vendor and furnish such details about the Vendor and/or upon a request received from the Legal/ Statutory Authorities or under a Court order.

 

  • The Company, based on the representations made by the Vendor regarding the authenticity, quality, legality, and ownership of the Products, has allowed the Vendor to utilize the Services of its online Platform to List, promote, and sell the Products. This representation forms the essence of this Agreement.
  • The Company shall not, under any circumstances, be liable for any loss, damage, injury, claim, or liability arising from:
    • the condition, quality, quantity, design, functionality, or fitness for a particular purpose of the Products;
    • the Products being defective, damaged, counterfeit, infringing intellectual property, or violating any applicable law or regulation;
    • the use, sale, or purchase of the Products through the Platform.

 

  • All claims and representations concerning the Products — including quality, composition, origin, features, performance, and benefits — are made solely by the Vendor. The Company does not verify, endorse, or assume any liability for such representations and merely acts as a neutral intermediary facilitating transactions.
  • The Platform and its services are provided strictly on an “as is” and “as available” basis. The Company disclaims all express or implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted access.
  • The Company does not guarantee that:
  • the Platform will be uninterrupted, secure, or error-free;
  • the Platform will meet the Vendor’s expectations or requirements;
  • any content or material obtained through the Platform is accurate or reliable.
  • The Company is not liable for:
  • any damage to the Vendor’s systems or data due to use of or reliance on the Platform;
  • any errors, omissions, or inaccuracies in Product Listings, pricing, offers, or availability;
  • any third-party conduct, including offensive, illegal, infringing, or defamatory content;
  • any unauthorized access, hacking, data theft, or spam communications by third parties.
    • The Company is not obligated to mediate or resolve disputes between the Vendor and any Buyer/Registered User, third party, or other Vendor. The Vendor releases the Company from all claims arising out of such disputes.
    • If the Vendor is dissatisfied with the Platform or the terms of this Agreement, its sole and exclusive remedy is to discontinue use of the Platform as per the procedures laid out therein.

15.INTELLECTUAL PROPERTY RIGHTS:

  • It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks, logos, patents, copyrights, designs, trade secrets etc. and that nothing contained in this Agreement, nor the use of the trademarks, logos, patents, copyrights, designs, trade secrets etc. or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks, logos, patents, copyrights, designs, trade secrets, etc.
  • The Vendor acknowledges that, the Company possesses and reserves all right, title and interest in and to the Intellectual Property Rights in the trademarks, logos, patents, copyrights, designs, trade secrets, etc. and any other intellectual property, know-how developed or provided by Company or Platform during performance of the Services under this Agreement and except as may expressly be set forth in this Agreement, no title to or ownership of any of Intellectual Property Rights of Company is transferred or licensed to Vendor or any other Person pursuant to this Agreement. The Company will own the internet presence and /or goodwill developed over time on the world-wide web through the Platform.
  • The Vendor hereby grants the non-exclusive, transferable, worldwide, irrevocable, royalty free license to the Company to use the Vendors’ Intellectual Property including but not limited to the Vendor’s trademarks, logos, patents, copyrights, designs, branding etc. for the purpose of displaying and promoting the Vendor’s Products for carrying out the E-Commerce Business.

16.DATA PROTECTION:

Any personal data included in the Services shall be processed pursuant to applicable data protection laws in the territory, which may include but not limiting to Information Technology Act, 2000, on the protection of individuals with regard to the processing of personal data by the Vendor and/or its Personnel. Such data shall be processed solely for the purposes of the performance, management and monitoring of the Services pursuant to this Agreement.  All personal data acquired by the Vendor and/or its Personnel shall only be used for the purpose of this Agreement and shall not be further processes or disclosed without the prior written consent of the Company. Notwithstanding anything stated to the contrary in this Agreement, the Vendor shall always be bound by the Privacy Policy and Terms of Use of the Company as set out on the Platform from time to time.

If you wish to remove your contact information from all the Company’s lists and newsletters, please visit:_____________ and opt out as per the prescribed procedure.

17.INSURANCE:

The Vendor shall keep its goods and services properly secured, safe and insured by taking necessary insurances to save itself from any kind of loss in transit, holding, storage, unforeseen circumstances or otherwise.

18.LIABILITY AND INDEMNITY:

  • The Vendor agrees to indemnify and hold harmless Company from any legal claims and/or damages arising from the sale of the Products. The Company shall not be liable for any damages resulting from the sale of the Products. The Vendor agrees to indemnify and hold harmless the Company, its directors, officers, employees, and affiliates from any claims, damages, losses, liabilities, or expenses (including legal fees) arising out of or related to:
  • the Products or the sale of Products to any Buyer or third party including the related services, after sale services, warranties,
  • the Vendor’s breach of this Agreement;
  • misuse of the Platform by the Vendor or any party acting on its behalf.
  • Any loss, injury, damage caused by use if the Products to any Buyer and/or third party;

This clause shall survive the expiry, termination and/or earlier determination of this Agreement.

19.LIMITATION OF LIABILITY:

In no event shall the Company be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Platform, payment gateway, delivery mechanism, with the delay or inability to use the Platform or related services, the provision of or failure to provide Services, or to deliver the Products or for any information, software, products, services and related graphics obtained through the Platform, or any interaction between Vendor/s and other participants of the Platform or otherwise arising out of the use of the Platform, damages resulting from use of or reliance on the information present, whether based on contract, tort, negligence, strict liability or otherwise, even if the Vendor or any of its affiliates/suppliers has been advised of the possibility of damages. If despite the limitation above, the Company is found liable for any loss or damage which arises out of or in any way connected with the use of the and/ or provision of Services, then the liability of the Company will in no event exceed the amount of Service Charge, if any, paid by the Vendor to the Company in the preceding three (3) months.

The Company is not responsible for screening, policing, editing, or monitoring such Content. If the Company receives notice of allegedly infringing, defamatory, damaging, illegal, or offensive Content, the Company may investigate the allegation and, at our sole discretion, determine whether to remove or request the removal of such Content from the Platform. The Company may terminate or suspend your access to all or part of the Platform without prior notice for any conduct that the Company, in our sole discretion, believe or suspects violates applicable laws or is harmful to the interests of another user, a third-party provider, merchant, sponsor, licensor, service provider, or the Company. As customer service is of utmost importance to our business, the Company reserves the right to refuse selling products to you if it reasonably appears that you intend to resell the products. Additionally, the Company reserves the right to limit the quantities of items purchased by each customer.

20.TERMINATION & EFFECT OF TERMINATION:

  • The Platform may terminate the Account without any cause by providing notice of(__________) calendar days to the Vendor.
  • Further, the Vendor shall be entitled to terminate the Agreement with or without cause in the following manner:  
    1. Upon receiving an account closure from the Vendor, the concerned account will be placed on hold for a duration of(__________) calendar days. This pause ensures the completion of all prior transactions made before the closure request.
    2. During this (__________) calendar days hold period, the Vendor will have access to their account for the purpose of downloading payment and taxation reports as necessary.
    3. Once the hold period is over, the Vendor is required to contact Company, confirming that it has downloaded the necessary reports and confirm the deactivation of the account.
    4. Upon receipt of the above confirmation and provided there are no outstanding payments due from the Vendor, the Vendor’s account will be deactivated.
    5. Post-deactivation, certain information, including registered mobile number, GSTIN, email id, and other transaction-related information will be retained for audit purposes and as per the applicable laws.

 

  • The Company specifically reserves the right to terminate this Agreement forthwith if Vendor commits any breach of any terms of this Agreement or breach or any representations and warranties, violates any of the terms outlined herein, including, but not limited to, violating the Intellectual Property Rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material, becomes subject to a petition in bankruptcy, or any other proceedings relating to insolvency, liquidation, or assignment for the benefit of creditors, commits any act of omission or negligence.
  • Further notwithstanding anything stated in this Agreement, Delisting may be initiated temporarily or permanently by the Vendor, at its sole discretion, for reasons including but not limited to breach of the terms of the agreement, non-compliance with applicable laws or platform policies, poor service or product quality, customer/Buyer complaints, intellectual property infringement, or other conduct deemed detrimental to the interests of the platform or its users.
  • All rights and liabilities, accrued prior to termination of this Agreement, shall survive the termination of this Agreement.
  • Upon termination of this Agreement, any provisions that would be expected to survive termination by their nature including but not limited to clauses relating to confidentiality, intellectual property, indemnity, limitation of liability shall remain in full force and effect.

21.ARBITRATION:

Any dispute arising out of or related to or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator, to be appointed by the Company. The arbitration shall be conducted in Mumbai in accordance with the provisions of the Arbitration and Conciliation Act or any modification or re-enactment for the time being in force. The language of arbitration shall be English. The award of the arbitrator or arbitrators, as the case may be, shall be final and binding on the Parties.

22.GOVERNING LAW AND JURISDICTION:

This Agreement shall be governed by and construed in accordance with the laws of India. The courts of Mumbai shall have exclusive jurisdiction to try any disputes arising out of this Agreement.

23.NOTICES:

  • All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by email or courier in each case to the addresses set out at the beginning of this Agreement or such any addresses or email address which is updated by the Vendor on the Platform from time to time.
  • Any notice shall be deemed to be delivered only once the delivery receipt has been received in respect thereof.  

24.ENTIRE AGREEMENT:

This Agreement together with recitals, annexes, schedules, documents referred to in it including but not limited to the Privacy Policy, Terms of Use, Cookie terms, Payment and Refund Policy, Shipping Policy and other terms/ policies/ Forms and any addendum hereto contain the entire agreement between the Parties relating to the transactions contemplated by this Agreement and supersede all previous agreements between the Parties, whether oral or written, relating to subject matter hereof; This Agreement shall prevail over any terms, provisions or conditions of any Vendor purchase order, insertion order, acknowledgment, click-through agreement or other business form that Vendor may use.

25.NO WAIVER:

Failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

26.ASSIGNMENT:

Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractible or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party. However, Company shall be entitled to assign without consent of Vendor without affecting the rights/ obligations of the Vendor.

27.RELATIONSHIP OF THE PARTIES:

It is clarified that this Agreement is on a principal-to-principal basis and does not create and shall not be deemed to be created any employer-employee or a principal agent relationship between Company and the Vendor and/or its Personnel. The Vendor and/or its Personnel shall not be entitled to, by act, word, deed or otherwise make any statement on behalf of the Company or in any manner bind, assume the Company or hold out or represent that the Vendor is representing or acting as an agent of the Company/or on behalf of Company. The Company shall not be responsible for the acts or omissions of the Vendor.

28.FORCE MAJEURE:

Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to reimburse payment already received from Buyer/Registered Users) under this Agreement due to unforeseen circumstances or any event which is beyond that Party’s reasonable control and without its fault or negligence, but not limited to, acts of God, war (declare or undeclare), riots, embargoes, strikes, lockouts, epidemic, pandemic, acts of any Government authority, fire or floods.

29.CONFIDENTIALITY:

Vendor agree to keep confidential any sensitive business information, disclosed during the term of this Agreement. The Vendor agrees and undertakes to maintain the confidentiality of the Confidential Information and Registered User/Buyer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor directly or indirectly for any purpose other than for the performance of its obligations under this Agreement. The Vendor agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. The Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach including forthwith termination of this Agreement followed by de-listing.

30.ELECTRONIC ACCEPTANCE:

This document is an electronic record in terms of Information Technology Act, 2000 and Rules framed thereunder (as applicable) and the amended provisions pertaining to electronic records in various statutes as may be amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This Agreement is executed electronically and shall be deemed accepted by the Vendor upon completion of the verification process required on the Platform. Such acceptance shall constitute the Vendor’s binding agreement to the terms herein and shall be treated as the equivalent of a handwritten signature for all purposes, including the validity, enforceability, and admissibility of this Agreement.

31.MISCELLANEOUS:

The Vendor agrees to comply with all applicable terms of service and policies of the Company.

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