TERMS OF SELLING WITH SADAR24
The terms of selling are in addition to and are not intended to eliminate any rights Sadar24 or any of its Affiliates may have, or any obligations Merchant or any of its Affiliates may have, under any agreement currently in effect between Merchant or its Affiliates and Sadar24 or its Affiliates concerning the offer and/or sale by Merchant or its Affiliates of products via the Sadar24 platform. The terms of selling are hereby deemed to be incorporated into the Service Agreement, and to the extent that any of the above terms and conditions are inconsistent with the Service Agreement, the Service Agreement is hereby amended as necessary to be consistent with the terms of selling. Failure to comply with the terms of service can result in cancellation of listings, suspension from use of Sadar24 platform, the removal of selling privileges, forfeiture of any amounts payable to Merchant by Sadar24.
Merchant is only eligible to sell goods using the Sadar24 platform including but not limited to the categories which are Jewellery, Sports, Home & Living, Bags & Luggage, Stationary, Electronics, Appliances, Consumer Durables, Women’s Fashion, Men’s Fashion, Toys, Kids and Babies. The list of goods may be added or removed by Sadar24 unilaterally without advance notice to the Merchant by Sadar24. The present details to the categories are annexed along with the Terms of Selling.
Prohibited Seller Activities and Actions
Any act(s) or/and omission(s) to circumvent the established Sadar24 sales process or to divert Sadar24 users to another website or sales process is precluded. In particular, any advertisements, marketing messages (special offers) or "calls to action" that lead, prompt or encourage Sadar24 users to leave the platform are prohibited.
Seller code of conduct
Sadar24 enables you to reach millions of customers worldwide. Sadar24 strives to ensure a fair and trustworthy buyer and seller experience. Violation of the code of conduct principles may result in the loss of your selling privileges and removal from Sadar24 platform.
Seller Code of Conduct Principles:
Adhere to all applicable laws applicable to and abide by all Sadar24 policies.
Maintain current account and have GSTIN (if applicable).
No False Representations
Never engage in any misleading, inappropriate or offensive behaviour. This applies to all your activities, including but not limited to:
Information provided on your account
Information provided in listings, content or images
Communication between you and Sadar24 or you and our customers
Act fairly at all times. Unfair behaviour includes but is not limited to the following:
Behaviour that could be deemed as manipulation or "gaming" of any part of the buying or selling experience
Actions that could be perceived as manipulating customer reviews, including by directly or indirectly contributing false, misleading or inauthentic content
Activities that could be perceived as attempting to manipulate Sadar24 search results or sales rankings
Actions that intentionally damage another seller, their listings or their ratings
Goods offered for sale on Sadar24 platform shall be authentic. The sale of counterfeit or pirated goods, including any goods that have been illegally replicated, reproduced or manufactured, is strictly disallowed. Merchant is responsible to source and sell only authentic products. If Merchant sells counterfeit goods, Service Provider can immediately suspend or terminate Merchant selling privileges. In addition, if Service Provider determines that a Merchant account has been used to engage in fraud or other illegal activity, including selling of counterfeit products which may or may not result in a significant number of customer disputes or other claims, remittances and payments can be withheld or forfeited. The sale of counterfeit goods can prompt legal action by rights holders and furthermore bring in civil and criminal penalties.
Multiple complaints of Poor Quality/ Service
In case Merchant receives repetitive complaints from customers in respect of quality of goods and/or services, Sadar24/ Service Recipient may terminate the Service Agreement without any advance notice and have a right to forfeit any amounts payable to the Merchant.
Keeping Your Account Information Secure
Sadar24 recommends to set up Two-Step Verification for your Sadar24 Account. Merchant can reinforce the password security in this way as when Merchant signs in, Merchant may be required to enter an additional code from phones. Merchant shall pick strong passwords made up of numbers, letters and symbols and shall avoid using publicly-available information (For example: your phone number) in passwords. Sadar24 never asks you to verify sensitive information via email. Submit such information only when registering to sell on Sadar24 or updating account information in Seller Platform. If you are ever in doubt about the authenticity of an email, visit our site directly by typing the address into your browser bar, rather than clicking any links.
Your Obligations When Shipping
Merchant will not send customers e-mails concerning shipping confirmation of Merchant goods. Promptly after shipment of a customer's order (or any portion of the customer's order), Merchant will accurately inform Sadar24 that the order has been shipped (and, in the case of a customer order that is shipped in more than one shipment, accurately inform Sadar24 platform which portion of the order has been shipped), using the standard functionality made available by Sadar24 platform for communicating such information ("Confirmation of Shipment”). If Merchant fails to provide Confirmation of Shipment within the time frame specified by Sadar24 (e.g. 24 hours after the last date of estimated ship date for seller-fulfilled orders), Sadar24 may in its sole discretion cancel (and/or direct Merchant to stop and/or cancel) any such transaction, and Merchant will stop and/or cancel any such transaction upon such request by Sadar24.
Merchant shall ensure that the tax invoice is raised in the name of the end customer who has placed an order with the Merchant through the Sadar24 platform. The tax invoice should not mention Sadar24 as either a seller or a customer or buyer. Please note that all products listed on Sadar24 are sold by the respective sellers to the end customers and Sadar24 is neither a buyer nor a seller in the transaction.
Misuse of ratings, feedback or reviews
Merchant cannot submit abusive or inappropriate feedback entries, coerce or threaten buyers into submitting feedback, submit transaction feedback regarding themselves or include personal information about a transaction partner within a feedback entry. Furthermore, any attempt to manipulate ratings of any seller is prohibited. Any attempt to manipulate ratings, feedback or product reviews is prohibited. Merchant shall not write reviews for goods in which they have a financial interest, including reviews for goods that you or your competitors sell. Additionally, Merchant may not provide compensation (including free or discounted products) for a review. Review solicitations that ask for only positive reviews or that offer compensation are prohibited. Merchant may not ask buyers to modify or remove reviews.
Post-transaction price manipulation and excessive shipping fees
Any attempt to increase the selling price of an item after a transaction has been completed is prohibited. Additionally, Merchant cannot set excessive order fulfilment and shipping costs.
Branded packaging materials
Merchant shall not use packaging material which contains branding of any other online marketplace or e-commerce company. Merchant cannot re-use printed packaging material.
XI. Return Policy
Return is a scheme provided by respective sellers directly in terms of which the option of exchange, replacement and/ or return is offered by you to respective buyers. You understand that we are an intermediary platform and will only be responsible to mediate the return request. It shall be sole responsibility of the Seller to resolve the issues/ concerns raised return request. We shall not assume any liability for any failure on the part of the Seller to resolve the issue.
1. Upon receipt of a Return Request from the Buyer, the same will be displayed on the Platform. We will internally scrutinize the Return Request raised by the Buyer and will take action on the same as per our Return Policy for Buyers. You will be notified about our action on such Return Request on the Platform.
2. In situations where the Product is needed to be returned premise the Return Policy for Buyers (Annexed herewith), you shall along with the logistics partner ensure the return is processed effectively.
3. The returned product from the Buyer shall be delivered to you by the Logistics Partners in the same condition in which it is received by the Logistic Partners from the Buyers. You are bound to accept such shipment in an open condition.
4. Seller understands that, the logistic partners shall open the returned product at your location and you are bound to accept such shipment in an open condition. You acknowledge and undertake that photos, videos, etc. and/or remarks taken by our logistics partners shall be used by us at the time of settling disputes (if any) that may be raised by you with respect to the Return. We may ask you to provide additional documents in support of your dispute as per the terms of this Policy. At the time of delivery of the Returned Product, you shall acknowledge the delivery of the returned product.
5. You are under an obligation to make a non-stop video, at the time of opening the said returned product, delivered by the logistic partner and the same shall be intimated to Sadar24 within 24 hours.
6. You are bound to accept the delivery of Return. However, if you refuse to accept delivery of the Return, we shall make a maximum of one (1) more attempt to deliver the Returned Product to you within reasonable time. However, if despite reasonable efforts from our end to deliver the Returned Product to you, you refuse to take delivery of the product, you agree and acknowledge that we shall be entitled to move the Return Product to our liquidation hub and liquidate or dispose off such product in any manner as we may deem fit in our sole discretion. We shall also deduct and adjust the value of the Return Product (that has already been transferred to you for the said Product) from your sale proceeds that are collected by us on your behalf from the Buyer(s) or any other amounts that we are required to pay you. We further reserve the right to take appropriate action against you as per applicable laws.
In accordance with Information Technology Act, 2000 and rules made there under, the name and contact details of the Grievance Officer are provided below:
Name: Nishant Goyal
Email ID: [email protected]
SADAR 24 SERVICES AGREEMENT
This Services Agreement (hereinafter referred to as “Agreement”) is made on the day of your acceptance of this Agreement from your designated electronic mail address or in any other form of electronic record including, if applicable or provided, clicking on the check box or “I Agree” / “Accept” button or by any other means which construe your acceptance of this Agreement (“Execution Date”) by and between
You, the details of which are given by you on the website on which this Agreement appears, a natural or juristic person competent to enter into valid and legally binding contract under applicable Indian laws (hereinafter referred to as ‘Merchant’or ‘You’ which expression shall unless repugnant to the context and meaning thereof, include its heirs, legal representatives, successors, liquidators, receivers, administrators), of One Part;
Masonic Ecom Private Limited, a Company incorporated under the provisions of the Companies Act, 2013 and having its registered office at 319 & 321, 3rd FLOOR, VARDHMAN COMPLEX-II, L.S.C. GULABI BAGH, NEW DELHI-110052 (hereinafter referred to as “Service Provider” which expression shall unless repugnant to the context and meaning thereof, include its successors, liquidators and assigns), of Other Part.
When you use any current or future services provided by us through the Platform, you will be subject to the rules, guidelines, policies, terms and conditions applicable to such services and they shall be deemed incorporated into the Agreement and considered a part and parcel of the Agreement.
Merchant and Service Provider shall hereinafter be individually referred to as “Party” and collectively as “Parties”.
For the purpose of this Agreement, the following terms have the following meanings:
“Affiliate” shall mean, with respect to each Party, any person or entity directly or indirectly through one or more intermediary Controlling, Controlled by, or under direct or indirect common Control with a Party. “Control”, “Controlled” or “Controlling” shall mean, with respect to any person or entity, any circumstance in which such person or entity is controlled by another person or entity by virtue of the latter person or entity controlling the composition of the board of directors or managers or owning the largest or controlling percentage of the voting securities of such person/entity or otherwise controlling the other.
“Confidential Information” means every information which is confidential to a Party including any (i) business information and business processes, (ii) any samples, formulations, specifications, data relating to manufacturing and quality control processes and procedures, (iii) advertising and marketing plans, (iv) technical, marketing, financial and commercial information whether relating to past or current or future, (v) the commercial and business affairs of a Party, (vi) all customer related information (vii) the End Customer Database (viii) and any other information.
“End Customer” shall mean the retail customers to whom Merchant offers to sell or sells or from whom Merchant receives offers to purchase the Products through the Platform.
“GSTIN” means the Goods and Services Tax Identification Number as under the Central Goods and Services Tax Act, 2017
“Information” shall have the same meaning as to it clause (v) of sub-section (1) of section 2 of the Information Technology Act, 2000 (21 of 2000)
“Intellectual Property” includes ideas, concepts, creations, discoveries, inventions, improvements, know how, trade or business secrets; trademarks, service marks, domain names, designs, utility models, tools, devices, models, methods, patents, copyright (including all copyright in any designs and any moral rights), masks rights, design right, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, books, papers, models, sketches, formulas, teaching techniques, electronic codes, proprietary techniques, research projects, and other confidential and proprietary information, computer programming code, databases, software programs, data, documents, instruction manuals, records, memoranda, notes, user guides; in either printed or machine-readable form, whether or not copyrightable or patentable, or any written or verbal instructions or comments. The End Customer Database shall be considered to be the Intellectual Property of the Service Provider.
“Intellectual Property Rights” means and includes (i) all rights, title or interest under any statute or under common law or under customary usage including in any Intellectual Property or any similar right, anywhere in the world, whether negotiable or not and whether registrable or not, (ii) any licenses, permissions and grants in Intellectual Property (iii) applications for any of the foregoing and the right to apply for them in any part of the world and (iv) all extensions and renewals thereto.
"Law(s)" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
"Local Currency" means Indian Rupees (INR).
“Merchant” is inter alia engaged in the business of developing and/or manufacturing and/or selling various goods and related services in the Territory (“Business”)
"Person" means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
“Platform” means an online interface in the form of any software including a website or a part thereof and applications including mobile applications;
“Seller Platform" means the Web interface/App used by Service Provider and Merchant to market and sells products directly to end user customers and may be referred to by any other name.
“Service” means and includes any service provided by the Service Provider.
“Service Fees” shall mean the fees for availing either whole or part of the Service Provider Business in accordance with the terms of this Agreement.
“Service Provider” is inter alia in the business of developing and operating e-commerce businesses for independent third party retailers and manufacturers and providing for those entities / persons Service Provider’s proprietary technology, website design and development capabilities, order processing capabilities, customer service capabilities, fulfilment capabilities and centralised inventory, invoicing and payment management to enable those entities / persons to offer e-commerce to their customers.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
“Third Party Information” means any information dealt with by Service Provider in his capacity.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.
“Transaction Support Services” means any service provided by the Service provider for facilitating the sale of the goods through the platform and adherence to several policies displayed on the platform.
"Your Account" means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which Sadar24 may make available to you, for your use in managing your orders, inventory and presence on the Sadar24 Site.
"Your Taxes" means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives.
“Website” means Sadar24 website.
Now therefore, in consideration of the mutual promises and other consideration, the sufficiency of which is acknowledged, the Parties, intending to be legally bound, agree as follows:
The Service Provider shall offer to the Merchant its services for facilitating online sale of the Merchant’s goods which shall include hosting and technology, advertisement, logistics services, payment gateways and all the other related services to ensure customer satisfaction on behalf of the Merchant. For this arrangement, the Merchant shall pay service charges and Goods and Service Tax as specified under these presets to the Service Provider for the sale being effected through the Online Marketplace created on the website of the Service Provider.
Service Provider shall provide access to a communication system over which information made available by third parties is transmitted or temporarily stored or hosted and shall not not be liable for any third party information, data, or communication link made available or hosted by him.
LISTING ON WEBSITE
Merchant agrees and acknowledges that the Service Provider shall have the sole right for the design, look and feel, architecture, layout, positioning and all aspects of the Platform including listing, positioning, indexing, placement and tiering the Products offered for sale on the Platform by the Merchant and the Merchant shall not question or dispute such exercise of right or discharge of responsibility by the us.
Service Provider may at its sole and absolute discretion on reasonable commercial efforts basis market, promote or advertise the Products made available for sale by Merchant on the Platform in compliance with this Agreement. Service Provider shall have the sole right and discretion to decide the style, placement, font , format of the advertisement including to sell or licence any and all of the advertising and promotional time and space with respect to Platform including web pages or such portions the Platform that contains the details of the Products.
Parties shall reasonably ensure that all advertisement/ promotion activities undertaken through the website:
do not contain any material that, in its knowledge, would infringe or violate any intellectual property rights or any other personal or proprietary right of any person; and
are not obscene or libelous; and
comply with all applicable laws including standards and rules set forth by the Advertising Standards Council of India or any other relevant government authority.
ABIDING BY THE LAWS
Merchant shall (and you represent and warrant that Merchant will) comply with all applicable “Laws” (meaning all applicable laws, regulations, legal requirements, and generally accepted industry standards and self-regulatory principles), including Laws related to marketing, packaging, consumer and product safety, product testing, labelling, pricing and packaging, in connection with this Agreement; your use of the Service Provider Marketplace and your marketing, promotion, offering for sale, or selling any Products. Upon Service Provider request, Merchant shall promptly provide (i) certificates of authenticity (or similar documentation) for Products, (ii) documentation (e.g. email verifications from applicable rights holders) showing that you are licensed or otherwise have a right to use any Retailer Product Content (as defined below), and (iii) written certification from an officer of Retailer stating that you have complied with any of your obligations under this Agreement.
Service Provider shall have the right to receive the payments from end customer under the Payment Facilitation Services and is hereby entitled to transaction fees as per schedule, on every order received through Service Provider. Such transaction fees may be changed at the sole discretion of the Service Provider with advance notice to the Merchant. Service Provider shall thereafter redirect the amount received as payments from the end customer as in accordance with RBI Intermediary Guidelines and arrangements /directions of the Nodal Account after necessary deductions of transaction fee or any other amount, to the Merchant within the time limit as may be, mutually agreed by the Service provider and Merchant. Service Provider shall be entitled to make any deduction or withhold the amount, if necessary.
Merchant grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said license under applicable Law to use any and all of your Materials for the Services; provided, however, that Service Provider will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same).
INTELLECTUAL PROPERTY RIGHTS
Service Provider shall retain sole ownership of all the intellectual properties, know how or other proprietary rights in the Service Provider Content and Service Provider Business and no right or interest is granted or shall be deemed to be granted by Service Provider to the Merchant. To the extent Service Provider Content contains any proprietary content or information of the Merchant, the Merchant hereby grants a royalty- free and world-wide license to such content or information.
Parties shall be responsible for any and all taxes on its business, and taxes based on its net income or gross receipts.
OBLIGATIONS AND COVENANTS OF THE MERCHANT
You shall manage and maintain sufficient inventory of the Products which you offer to sell to End Customer on the Platform through the Services by Service Provider and shall mandatorily deliver the Products as purchased by the End Customer to the customer within such time as may be prescribed in “Terms of Selling”.
You shall deliver exactly the same Product to Customers for availing Transaction Support Services from Service Provider in relation to the sale of Products to End Customer.
You shall undertake all the necessary after sales services to the End Customer including providing warranty / guarantee / replacement services to the Products.
You shall not adopt any unfair trade practice.
You shall not falsely represent itself as a consumer and post reviews about goods or services or misrepresent the quality or the features of any goods or services.
You shall not refuse to take back goods, or refuse to refund consideration, if paid, if such goods or services are defective, deficient or spurious, or if the goods or services are not of the characteristics or features as advertised or as agreed to, or if such goods or services are delivered late from the stated delivery schedule.
You shall provide necessary access to the Service Provider to inspect your warehouse, manufacturing facilities or other facilities and offices in order to ensure you are able to comply with your sales obligations to the End Customer. You acknowledge and agrees that this ingress, regress and inspection rights of ours is to ensure the goodwill of the Platform, Platform Services and Brand Name and to provide good user experience to the End Customer.
You shall pass on the full warranty or guarantee received on the Products to the End Customer and shall fully support the End Customer to enforce such warranty or guarantee.
END CUSTOMER DATABASE
The End Customer Database shall be proprietary to the Service Provider. Service Provider shall alone retain all rights including all Intellectual Property Rights in the End Customer Database and unless specifically agreed to in writing, no rights in or to the End Customer Database are deemed to have been granted to the You.
You understand that products of a particular style may be sold on the Platform by multiple sellers and the product price on the listing page of the Platform, may not always reflect the lowest price for that particular style. This is because the seller whose price is displayed on the list page is selected based on the application of a number of parameters and price is only one such parameter.
You shall be responsible for processing all Customer cancellations, returns, refunds and/or customer service price adjustments. You will stop and/or cancel any Order if requested by Service Provider; provided that if you have transferred Products to a shipper, you will use commercially reasonable efforts to stop and or cancel delivery by the shipper. You will notify Service provider of any material changes to your customer return, refund or price adjustment policies at least 5 days prior to your implementation of such changes. Service Provider will have no responsibility or liability for any recalls of Products sold through the platform. You are solely responsible for any non-conformity or defect in, or any public or private recall of Products.
The Service Provider and the platform tools are provided on an "as is" basis. Neither Service provider nor its affiliates make any representations or warranties of any kind, express or implied, including without limitation: the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; and any implied warranty arising from course of dealing or usage of trade to the full extent permissible under applicable law, service provider and its affiliates disclaim any and all such warranties
CONFIDENTIALITY AND PERSONAL DATA
Under no circumstances, the Merchant shall disclose any confidential information and agrees and undertake to maintain the confidentiality of the information and customer data disclosed, generated or made available under this Agreement unless the confidential information is sought by any Government authority or its instrumentality. Accordingly, Service Provider shall also have the right to pursue any other rights or remedies available at law or equity for disclosure of any Confidential Information.
Any password provided by the Service Provider may be used only during the Term to access Your Account, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. If your password is compromised, you must immediately change your password.
TERM AND TERMINATION
The term of this Agreement will start on the date of your completed registration for use of one or more of the Services and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via Seller Platform, email, the Contact Us Form, or similar means. We may at any time terminate your use of any Services or terminate this Agreement without providing any notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Sadar 24 legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means including Seller Central, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards.
ALTERATIONS , MODIFICATIONS AND ADDITIONS
Service Provider reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Agreement at any time. It shall be notified to the Merchant through any of the communication modes as mentioned in this Agreement in case of any changes or updates to the Agreement that materially impact the use of the Platform. Merchant’s continued use of the Platform following the changes or updates will mean that you accept and agree to the revisions. As long as the Merchant comply with the Agreement, the Service Provider grant you a personal, non-exclusive, non-transferable, and limited privilege to enter and use the Platform.
All legal notices or demands to or upon Service Provider shall be made in writing and sent to Service Provider personally, by courier or certified mail to the following address 319& 321, 3rd FLOOR, V ARDHMAN COMPLEX-II, L.S.C. GULABI BAGH, NEW DELHI-110052. The notices shall be effective when they are received by Service Provider in any of the above-mentioned manner. All legal notices or demands to or upon a Merchant shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the Merchant to Service Provider, or by posting such notice or demand on an area of the Sites that is publicly accessible without a charge. Parties agree that all agreements, notices, demands, disclosures and other communications electronically will satisfy any legal requirement that such communication should be in writing.
Notwithstanding any provision in this Agreement, if Merchant commits a breach of the provisions hereof, or engages in any fraudulent activity, fraud, error, omission, misrepresentation, negligence or similar occurrence or any other activity which is detrimental to the interest of Service provider or any other person, then a significant proportion or whole of amount may be forfeited.
Service Provider shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Sadar24). You may not assign, in whole or part, the Terms to any person or entity.
If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
No party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure or disruption to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, pandemic, flood, earthquake, storm or other like event, or outage of communications, power or other utility, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event”) though the party continues to use commercially reasonable efforts to resume performance.
This Agreement is governed by and construed under the laws of the India, without regard to its principles of conflict of laws.
ALTERNATE DISPUTE RESOLUTION
If any dispute, controversy or claim arises out of, in connection with or relating to this Agreement, an Online Transaction or your use of the Service Provider (“Dispute”), the relevant parties shall first attempt to resolve the Dispute through amicable negotiations. Any and all Disputes, including any question regarding the existence, interpretation, validity, invalidity, breach or termination of this Agreement, will be referred to and finally resolved exclusively by arbitration administered by Arbitration and Conciliation Act 1996, in accordance with the Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Delhi. The Tribunal shall consist of a sole arbitrator appointed by Service Provider. The language of the arbitration shall be English.
The authentic language of this Agreement and any other related document shall be English and any translations provided are for convenience only. In the event of any conflict or difference between the English language version of this Agreement and any other related document, the English language version shall prevail.
You also agree that you shall promptly on demand indemnify, defend and hold harmless the Service Provider, its Affiliates and their respective officers, directors, proprietors, partners, managers, members, trustees, shareholders, employees and agents (“Indemnified Parties”) for and against all claims, liabilities, costs and expenses (including reasonable attorney’s fees) incurred or to be incurred by the Indemnified Parties that arise out of, in any way relate to, or result from any breach by you of any of the provisions of this Agreement, or breach of any laws by you , or negligence, fraud or wilful misconduct of or its Affiliates and their respective officers, directors, shareholders, employees, contractors, sub-contractors, agents and personnel. In the event Merchant is unable to indemnify the Indemnified Parties within a reasonable period of time, Service provider shall be entitled to forfeit any amount received and which it shall be entitled to receive as sale consideration from the payment gateway which otherwise would have remitted by such payment gateway to the Merchant and/or set off the amounts received by Service Provider from the End Customer who has availed cash on delivery services. Service Provider shall along with the right to forfeit amount, be entitled to sell or otherwise dispose of the Products and set off the proceeds out of such sale and disposing off against Indemnified Parties’ indemnification claims and/or if permitted under law or by virtue of any order of any court of law.
In any event and to the full extent permitted by applicable law, you may not make any claim against the Service Provider Indemnified Persons under this Agreement after one year from the date of occurrence of the matter giving rise to the claim. Notwithstanding the foregoing provisions, Service Provider may seek interim relief, such as preliminary injunction, preservation of property or evidence, etc., in any court of competent jurisdiction.
ACCEPTANCE TO RELATED POLICIES
You provides acceptance to all related policies relating to the services provided by the Service Provider.
RELATIONSHIP OF PARTIES
Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.
Notwithstanding anything contrary in this agreement, in any event, Service Provider and its affiliates shall not be liable (whether in contract, warranty, tort (including, but not limited to, negligence), product liability or other theory), to the merchant or any other person or entity for cost of cover or for any indirect, incidental, special, consequential, punitive or exemplary damages (including damages for loss of revenues, loss profit or anticipated profits, loss of goodwill, loss of business or data) arising out of or in relation this Agreement. In no event shall the Service Provider be liable, vicariously or otherwise, to the Merchant and its Affiliates or any third party for any losses, damages, liabilities, costs (including reasonable legal costs) and expenses (including taxation) under this Agreement. While availing any of the Service provided by Service Provider, the Service provider will not assume liability, monetary or consequential, for any loss caused to you arising out of any transaction. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER WILL HAVE NO LIABILITY RELATED TO USER CONTENT AND / OR THIRD PARTY CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. SERVICE PROVIDER ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT AND / OR THIRD PARTY CONTENT.
No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any preceding or subsequent breach of that or any other provision hereof.
Each of the rights of the Parties hereto under this Agreement are independent, cumulative and without prejudice to all other rights available to them, and the exercise or non-exercise of any such right shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or otherwise.