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Seller Agreement

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SELLER AGREEMENT


THIS AGREEMENT (THE “AGREEMENT”) IS AN ELECTRONIC DOCUMENT IN TERMS OF THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS AGREEMENT DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE.
THE AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU AND TAMTAMTOOLS (BOTH TERMS DEFINED BELOW).
THE TERMS OF THIS AGREEMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND TAMTAMTOOLS,
INCLUDING WITH RESPECT TO THE LISTING, MARKETING, SALE AND DELIVERY OF ANY PRODUCTS THROUGH THE WEBSITE (DEFINED BELOW). IF ANY TERMS OF THIS AGREEMENT CONFLICT WITH ANY OTHER
DOCUMENT/ELECTRONIC RECORD, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL, UNTIL FURTHER CHANGE / MODIFICATIONS
ARE NOTIFIED BY TAMTAMTOOLS.

For the purpose of this Agreement, the individual or any legal entity (company, soleproprietorship, partnership, HUF etc.) representing itself through its duly appointed
authorized signatory only, who has completed TamTamTools‟s Seller Registration Form as required by TamTamTools (hereinafter, referred to as the “Seller” / “You”, which expression
shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include Your heirs / subsidiaries, affiliates, successors and permitted assigns) shall
constitute the FIRST PART;


AND


Toolbox Media Group bv shall constitute the SECOND PART.
Seller/You and Snapdeal may be referred to as the “Party” individually and as the
“Parties” collectively, as the context may require.

 WHEREAS

1.TamTamTools owns and operates an online market place on the website located at the URL www.tamtamtools.com (the “Website”) which acts as an online platform for different sellers to sell their products and for different buyers to access variety of products and to purchase the products offered by sellers while raising funds for registered charities;

2.You being desirous of using the Website as a platform to offer and sell your Products (defined below) to the users of the Website have completed TamTamTools' Seller Registration Form to enroll as a registered seller on the Website; and

3.As a part of the registration process, TamTamTools requires You to agree to the terms and conditions for offering for sale, and selling, the Products, dispatching the Products purchased by a Buyer (defined below), and accessing and using the Seller Panel (defined below) on the Website as detailed in this Agreement.

HENCE THIS AGREEMENT IS NOW MADE AND THE PARTIES HERETO AGREE AS FOLLOWS:

1.1“Acceptance” shall mean your affirmative action of clicking on the box against the words “I Accept” provided at the end of this Agreement, by which action you clearly accept the terms and conditions of this Agreement.

1.2 “Agreement” shall mean this Seller Agreement in its entirety, including all content which is referenced or hyperlinked in this Agreement.

1.3 “Banned Products” shall mean the products/goods/articles included in the TamTamTools Banned Products List.

1.4 “Buyer” shall mean any user of the Website who purchases any Product of the Seller through the Website.

1.5 “Courier Fees” shall mean the fees payable to Snapdeal for availing of the courier services through TamTamTools' Courier Partners and shall mean the courier fees as may be provided from time to time in the Commercial Term Segment.

1.6 “Courier Partner” shall mean the courier companies with whom TamTamTools has partnered for couriering / delivering the purchased Products to the Buyers.

 1.7 “Fulfillment Centre” shall mean a building / warehouse, identified by TamTamTools  to the Seller, at TamTamTools' discretion, where Seller may place a limited quantity of the Product until the Products are sold and dispatched to the Buyers.

1.8 “Fulfillment Centre Charges” shall mean the charges as may be provided in the Commercial Term Segment as the fulfillment center charges.

1.9 “Invoice” shall mean the invoice as may be raised by the Seller on the purchase of a Seller‟s Product by a Buyer, through the Website.

1.10 “Packaging Material Charges” shall mean the charges as may be provided in the Commercial Term Segment as packaging material charges.

1.11 “Payment Collection Fees” shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees.

1.12 “Product(s)” shall mean the product(s), made available by the Seller for sale on the Website.

1.13 “Seller Panel” shall mean a web page / account on the Website provided by TamTamTools to the Seller with a unique login id and password to update the order
status, price and inventory of the Products on the Website.

1.14 “Selling Price” shall mean the price of a Product in EUR at which such a Product is offered for sale by the Seller to the prospective buyer on the Website.

1.15 “Seller Proceeds” shall mean the net amount receivable by the Seller after deduction of the TamTamTools' Marketing Fees, Payment Collection Fees, Courier
Fees, Fulfillment Centre Charges (if applicable) and other charges (if any) from the Selling Price.

1.16 “TamTamTools Marketing Fees” shall mean a percentage of the Selling Price payable to TamTamTools by the Seller on the sale of any Product through the Website.
This percentage may vary from Product to Product, as provided in the Commercial Term Segment.

1.17 “TamTamTools Policies” means the „Anti-Bribery & Anti-Corruption Policy‟, „TamTamTools Banned Products‟ List‟ and „TrustPay Policy‟, which are hyperlinked
to this Agreement & such other policy (including any amendments thereof) which TamTamTools may issue and make applicable on the Seller from time to time including but not limited to Seller Panel Terms of Use and Privacy Policy and the Terms of

 1.18 Use, the Privacy Policy and the Copyright Policy of the Website which are applicable to the Seller. “Term” shall mean the period commencing from the date of acceptance of this Agreement by the Seller up to the termination of this Agreement in accordance with Clause 15 as provided herein below.

1.19 “Territory” shall mean Belgium.

1.20 “Website” shall mean the website located at the URL „www.TamTamTools.com‟ or such other URL as may be specifically provided by TamTamTools.

2. COMPLETION OF SELLER REGISTRATION

2.1 As a part of the registration process, You state that You have completed the Seller Registration Form and provided other relevant details as required by TamTamTools.
You represent that You, in your individual capacity and/or as an authorized representative of the entity registering as a seller on the Website, are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disqualified from entering into a lawful contract under any law in Belgium.

2.2 You also represent that you have provided to TamTamTools your information such as name, contact details, email address, account details, Service Tax
Registration, and other compliance related details through the Seller Registration Form and that such information is true and correct as on date.

2.3 You have the option of accepting or declining to accept this Agreement. Please provide Your Acceptance to this Agreement if and only if you are agreeable to the
terms and conditions provided herein. On Your Acceptance of this Agreement, TamTamTools will send an “Agreement Acceptance Notification,” along with a copy of this Agreement in PDF format, to the email provided in the Seller Registration Form. The Agreement Acceptance Notification will contain a statement requesting You to contact TamTamTools within twenty four (24) hours if the acceptance of this Agreement has not been provided by You.

2.4 If You are not agreeable to the terms and conditions of this Agreement, please decline to accept this Agreement by clicking on the appropriate box. This will
stop the Seller registration process.

2.5 You will be responsible for maintaining the confidentiality of the Seller Panel and the information provided therein, and shall be fully responsible for all activities
that occur under Your Seller Panel. You agree to (a) immediately notify TamTamTools of any unauthorized use of Your account information or any other breach of
security, and (b) ensure that You exit from Your Seller Panel at the end of each
session. TamTamTools cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section. You may be held liable for losses
incurred by TamTamTools or any other user of, or visitor to, the Website due to authorized or unauthorized use of Your Seller Panel as a result of Your failure in
keeping Your Seller Panel and the account information secure, absolute, correct and confidential.

2.6 You agree that as a registered Seller of the Website, You shall not transfer / sell /trade the Seller Panel to any other person or entity.

2.7  TamTamTools reserves the right to determine the Sellers who may sell on the Website. TamTamTools also reserves the right to suspend access to registered Sellers to the
Website and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons for doing so. TamTamTools also reserves the
right to select / delist the Products displayed/offered for sale or to be displayed/offered for sale on the Website.

3. PURCHASE AND DELIVERY OF THE PRODUCT

3.1 You agree that You will abide by the terms and conditions of this Agreement and TamTamTools Policies, including any amendments thereto made by TamTamTools from time to time which may be made without notice to You.

3.2 You shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller Panel. You shall also be required to provide all details relevant to the sale / purchase of the Products, including the Selling Price, an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way
of text descriptions, graphics, or pictures or videos. These Product listings and details shall be displayed on the Website, along with the Selling Price and amount of Donation to Your Chosen Charity

3.3 You represent that You shall provide accurate Product information on the Seller Panel/Website. The Product description shall not be misleading and shall describe the actual condition of the Product. If the sold Product does not match the Product description displayed on the Website, You agree to refund any amounts
that You may have received from the Buyer.

3.4 You shall be responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Website. TamTamTools shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Website due to any negligence / default on the part of You to provide updated and accurate Product
information. You shall be required to retain an adequate inventory of the Products listed on the Website, for successful fulfillment of orders.

3.5 You shall not attempt to sell any products falling in the category of TamTamTools Banned Products‟ List on this Website. TamTamTools shall be entitled to block all such products and shall also have the right to suspend or terminate the Seller‟s access to the Seller Panel and the Website or terminate this Agreement forthwith.

3.6 When a Buyer elects to purchase a Product through the Website,TamTamTools shall receive the order for the Product only in the capacity of an online marketplace.

3.7 For all orders placed on the Website, payments shall be collected by TamTamTools on behalf of the Seller, in the mode (i.e., payment gateway or cash on delivery) as
opted for by the Buyers. You hereby authorize TamTamTools to process, facilitate, collect and remit payments to You, (collected either electronically or through cash
on delivery), from the Buyers in respect of sale of the Products through the Website. You also agree that, in doing so, TamTamTools will be merely acting as
your limited agent with the sole intent and purpose of facilitating the sale and purchase of Products through the Website. You also agree that the payment
facility provided by TamTamTools is neither a banking service nor a financial service but is merely a facilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructureand credit card payment gateway networks or payment through cash on delivery for the transactions on the Website. Further, by providing the payment facility, Snapdeal is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Website.

3.8 On the Buyer making the payment of the Selling Price through the payment gateway provided on the Website or opting for cash on delivery, You will be intimated of the same through the Seller Panel.

3.9 TamTamTools shall provide the necessary backend infrastructure, like call center, order management system, etc., for capturing the Buyer/order details placed on You.
Orders placed by the Buyer will be forwarded to You/reflected in the Seller Panel. You shall package the Product(s) in accordance with the packaging guidelines issued by TamTamTools from time to time and dispatch the Product(s) to the Buyer.

 3.10 You shall ensure that the purchased Product is dispatched to the Buyer, within
such time period which Snapdeal may prescribe from time to time, along with all
the required information, manuals, accessories (where applicable) warranty
documents (where applicable) and any other relevant documents, to enable the
Buyer to optimally use the Product purchased. You shall also issue a
corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the
Buyer along with the Product. You shall be responsible to update the Seller Panel
to reflect this development.

3.11

The default delivery model provided by Snapdeal for the delivery of purchased
Products to the Buyers is the Drop-Ship Model as detailed herein below.
Snapdeal may, at its discretion, introduce other delivery models listed at in this
Clause, at any time in the future. On introduction of such other delivery models,
Snapdeal may, at its discretion, offer these delivery options to all or select Sellers.
All three (3) delivery models are detailed below for the Sellers‟ information.

3.12

i.

Model 1 – Drop-Ship Model - (Default Model) - You will be responsible
for packaging and shipping the Product to the Buyer via courier through
one of the Courier Partners;

ii.

Model 2 - One Ship Model - If You receive several orders from the
Website, then in order to expedite collection and dispatch of such
Products, a designated Courier Partner shall first collect all such ordered
Products from You and consolidate them at a designated premises
(consolidation center) and then the respective Products will be dispatched
to the Buyers by the Courier Partners identified by Snapdeal;

iii.

Model 3 - Fulfillment Centre – You may keep the Products in the
Fulfillment Centre along with a detailed inventory of the same, Snapdeal
shall be responsible to packaging and dispatch of the Products to the
Buyers as per the orders received by the Seller from time to time and in
accordance with the directions of the Seller; or

iv.

Model 4 – Seller Self – You will be responsible for packaging and
shipping the Product to the Buyer via any courier service other than the
Courier Partners.

You shall keep Snapdeal informed promptly on any information that shall impact
the delivery of a Product to the Buyer.

 3.13

You confirm and understand that selling and delivering wrong, fake, duplicate,
spurious, counterfeit, damaged, defective, refurbished or previously owned
Products through the Website will cause great prejudice and harm to the
reputation and goodwill of Snapdeal and may also cause harm and prejudice to the
Buyers. You acknowledge and warrant that You shall not sell any Product which
may cause prejudice or harm to the reputation and goodwill of Snapdeal. Further,
if Snapdeal receives any complaint from any Buyer or if You sell or deliver
wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or
previously owned Products through the Website then You shall be liable to pay
three times the Selling Price of the Product sold, as damages to Snapdeal.
Snapdeal reserves the right to adjust the above amount from any amount accrued
to You pursuant to this Agreement.

4.

NON-DELIVERY OR RETURN OF PRODUCTS

4.1

Non Delivery/Return of the Product Due To Fault of the Seller
(a)

4.2

Where the Product has not been delivered due to any reason/fault
attributable to You, then Snapdeal shall refund to the Buyer the Selling
Price paid by the Buyer to purchase the Product and You shall be liable to
pay Snapdeal and Snapdeal shall be entitled to recover from You:
(i)

Where Snapdeal has not remitted the Seller Proceeds to the Seller –
Snapdeal Marketing Fee, Courier Charges, Payment Collection Fees
and Fulfilment Charges (if applicable); and

(ii)

Where Snapdeal has remitted the Seller Proceeds to the Seller – the
Seller Proceeds along with Snapdeal Marketing Fee, Courier
Charges, Payment Collection Fees and Fulfilment Charges (if
applicable).

Non Delivery/Return of the Product Due to Any Other Reason
(a)

Where the Product has not been delivered due to any reason which is not
attributable to the Seller, then Snapdeal shall refund to the Buyer, the
Selling Price paid by the Buyer to purchase the Product and shall cause the
Product to be returned to the Seller. In such an event the Seller shall be
liable to pay Snapdeal and Snapdeal shall be entitled to recover from the
Seller the Snapdeal Marketing Fee, Courier Charges, Payment Collection
Fees and Fulfillment Charges (if applicable) and any other applicable
charges.

 4.3

Parties agree and acknowledge that Snapdeal shall be entitled to recover/adjust
any outstanding amount due and payable by You to Snapdeal under this
Agreement from any Seller Proceeds payable to You and You undertake not to
object to such recovery/adjustment.

4.4

In the event of any default by You to deliver the Product to the Courier Partners
(and therefore to the Buyer) on time or at all, You shall immediately update the
Seller Panel / send an email to Snapdeal informing of such non-delivery and the
reasons thereof, immediately on the occurrence of such event.

4.5

You hereby agree to accept all Products (cash on delivery or non-cash on
delivery), which are refused/not accepted by the Buyer at the time of delivery.

4.6

You agree that You will abide by the terms and conditions of this Agreement, the
Snapdeal Policies and all policies made by Snapdeal from time to time.

5.

PAYMENT TERMS

5.1

You shall quote the best, lowest and competitive Selling Price (inclusive of all
applicable taxes and charges) for each Product on the Website.

5.2

Snapdeal shall have the right to amend the Snapdeal Marketing Fee percentage
applicable to each Product category as provided in the Commercial Term
Segment, with prior notice of the same to You. Accordingly, Snapdeal shall, at
least twenty four (24) hours prior to the implementation of the revised Snapdeal
Marketing Fee percentage for any Product, notify You, by way of an email and/or
a
notification
on
the
Seller
Panel
detailing
such
modifications/amendments/revisions to the Snapdeal Marketing Fee. It shall be
the Seller‟s responsibility to review the emails / notifications sent by Snapdeal
from time to time. Your continued use of Seller Panel (including any updating any
information in Seller Panel, listing of Products, inventory maintenance, etc.) after
modifications/amendments/revisions of the Snapdeal Marketing Fee shall be
deemed as acceptance of such modifications/amendments/revisions.

5.3

Snapdeal reserves the right to run promotions and offers providing
benefits/discounts on the Selling Price to the Buyer on the Website on various
Products. Similarly, Seller may provide a discount / offer on the Products by
lowering the Selling Price. Notwithstanding the above, the Selling Price of all
Products offered on the Website shall be either equal to, or less than, the
maximum retail price of that Product. The maximum retail price, along with other

 statutory declarations, shall be mentioned on each Product and/or on its packaging
in accordance with applicable laws.
5.4

The Selling Price in respect of a Product purchased by a Buyer shall be received
in full by Snapdeal either through the online system, i.e., the payment gateway
offered by Snapdeal on the Website, or by way of cash on delivery.

5.5

You will be responsible for payment of all applicable taxes including sales tax and
VAT.

5.6

You agrees and acknowledges that You will pay Snapdeal, the Snapdeal
Marketing Fees, Courier Fees and Payment Collection Fees, Fulfillment Centre
Charges and any other fees, as provided in Commercial Term Segment, for all the
orders received through Snapdeal.

5.7

Snapdeal shall release the payment of the Seller Proceeds to You on the following
basis, i.e., the Products delivered during the period from 1st to 7th, 8th to 15th,
16th to 23rd day of every month and from 24th day to end of the month.
Snapdeal shall make the payment by way of account payee cheque / RTGS/ NEFT
on the 17th and 25th day of same month, and 3rd & 11th day of the next month,
respectively, after deducting Snapdeal‟s Marketing Fee, the Courier Fees,
Payment Collection Fees, Fulfillment Centre Charges and any other applicable
fees, as per the Commercial Term Segment.

5.8

You agree that Snapdeal shall, at all times, have the right and option to deduct /
adjust any payments due to, or from, You in one transaction, against any
payments due to, or from, You in other transactions.

5.9

It is stated that all commercial terms such as dispatch, delivery of the Products,
etc., are bipartite contracts between the Buyer and You and the payment facility is
merely used by the Buyer and You to facilitate completion of the transaction. Use
of the electronic payment facility or the cash on delivery method shall not render
Snapdeal liable or responsible for the non-delivery of the Products listed on the
Website or for any other reason whatsoever.

6.

OBLIGATIONS OF THE SELLER

6.1

You shall maintain records of all the Products purchased by the Buyers through
the Website, all returns, refunds, etc., as may be required for audit and regulatory
purposes and for the Website‟s customer service purposes.

 6.2

During the Term, You shall appoint a representative, who shall be Snapdeal‟s
point of contact for any and all matters related to this Agreement, including all
sales and delivery related matters.

6.3

You shall be solely responsible and liable for any complaints and queries of
Buyers with respect to the Products, delayed delivery or non-delivery of the
Products purchased or any complaints with respect to the quality or quantity of the
Products delivered.

6.4

You shall be solely responsible for making any representations or warranties with
respect to the quality of the Product to the Buyer, including all relevant Product
warranties.

6.5

All orders placed on the Website are covered under the “TrustPay 100%
Moneyback Guarantee” program. You agree to fulfill the commitments made
under the abovementioned program. The said programme protects the Buyer
against inadequate performance or non-performance by the Seller.

6.6

You shall, at all times, comply with all applicable laws including without
limitation compliance with laws relating to sales tax, VAT etc.

7.

TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND
CONSUMER RIGHTS

7.1

You agree that Snapdeal‟s role is limited to managing the Website for the display
of the Products and other incidental services to facilitate the transactions between
You and the Buyers. Accordingly, Snapdeal is merely an intermediary and the
Website is only a platform where the Seller may offer its Products for sale. The
contract for sale of any of the Products shall be a strictly bipartite contract
between You and the Buyer. At no time shall Snapdeal have any obligations or
liabilities in respect of such contract nor shall Snapdeal hold any rights, title or
interest in the Products. Snapdeal shall not be responsible for any unsatisfactory
or delayed performance of the Seller including delays as a result of the Products
being out of stock.

7.2

The ownership in the Products purchased will be transferred to the Buyer after
successful delivery of the same at the destination provided by the Buyer, until
which the ownership in the Products shall vest with the Seller alone. As a large
market place, Snapdeal will extend its services to Sellers by giving mandates to
logistic partners for facilitating the smooth functioning of the transaction between

 You and the Buyer. Any damage in transit on account of inadequate/unsuitable
packaging will be to the account of the Seller.
7.3

You hereby agree to accept all sales return (cash on delivery or non-cash on
delivery), which are refused/not accepted by the Buyer at the time of delivery.

7.4

You will offer standard manufacturer‟s or seller‟s warranty actually associated
with the Products. However, the Parties agree that repair, replacement or 100%
(one hundred percent) refund of money will be given to the Buyer against
manufacturing defect or damage. You shall issue a suitable, duly stamped,
manufacturer‟s warranty card to the Buyer with the Product at the time of
dispatch of the Product, if applicable. The Parties also agree and acknowledge that
the primary and sole responsibility for redressal of the Buyer‟s complaints will
rest solely with You at all times.

8.

REPRESENTATIONS AND WARRANTIES

8.1

The Parties hereby represent and warrant to each other as under:
8.1.1 The Parties have all requisite power and authority to execute the
Agreement, deliver and perform their obligations under this Agreement
and have been fully authorized by all requisite corporate actions to do so;
and
8.1.2 The execution and performance of this Agreement by either Party does not
and will not violate any provision of any existing agreement, law, rule,
regulation, any order or judicial pronouncement.

8.2

The Seller undertakes that, at all times during the Term of this Agreement, it will:
8.2.1 abide by the terms and conditions of the Agreement, the Snapdeal Policies
and the other Website policies, as may be applicable to the Seller;
8.2.2

not offer for sale/sell/deliver any Banned Products or refurbished products
on the Website;

8.2.3 deliver the Products to the Buyers in a timely manner consistent with the
terms of this Agreement; and

 8.2.4

deliver the Products in accordance with all applicable laws, rules,
regulations, governmental orders, etc., and applicable codes of practice,
now or hereafter in effect, relating to the Seller‟s performance under this
Agreement.

8.3

The Seller represents that the Seller is competent to contract and is not
disqualified from contracting under any law in India.

8.4

The Seller has procured and shall maintain all licenses and registrations required
for selling the Products online or otherwise during the Term.

8.5

The Seller agrees, represents and warrants that the Seller shall not describe
himself/itself as an agent or representative of Snapdeal or make any
representations to any Buyer or any third party or give any warranties which are
of such a nature that Snapdeal may be required to undertake, or be liable for,
whether directly or indirectly.

8.6

The Seller agrees, represents and warrants that the Seller shall not, during the
Term, offer the Products listed on the Website, to any other website or through
any other platform, at a price which is less than the Selling Price, as listed on the
Website.

8.7

The Seller agrees, represents and warrants that, the Seller shall not, at any time
during the Term, transact with any Buyer directly.

8.8

The Seller agrees to attend to, and resolve, the Buyers‟ queries with regard to the
delivery of the Products and the quantity and quality of the Products within 1
(one) day from the date of receipt of such queries.

8.9

The Seller hereby represents and warrants to Snapdeal that there are no
restrictions, hindrances or encumbrances of any nature which, in any manner,
restrict the performance of the obligations by the Seller under this Agreement.

8.10

The Seller shall be responsible for payment of the Seller‟s own taxes and any
taxes/levies/cess applicable on the Products sold through the Website, and shall
indemnify and hold harmless, Snapdeal, from any liability in this regard.

8.11

The Seller hereby declares and confirms that it deals only in original, legitimate
and genuine Products which are either self-manufactured and/or procured from
legitimate channels and in compliance with all the legal requirements. The Seller

 further declares that it shall not violate the intellectual property rights of any third
party and for any breach or violation of such intellectual property rights, it shall
be solely responsible.
8.12

The content of the Products, the text descriptions, graphics or pictures regarding
the Product being uploaded on the Website and the Product packaging, shall not
be obscene, libelous, defamatory or scandalous or which is capable of hurting the
religious sentiments of any segment of the population or constitute an
infringement of any intellectual property rights of any person or entity.

8.13

You agree, acknowledge and understand that:
8.13.1 You are using the Website provided and owned by Snapdeal;
8.13.2 The permission granted by Snapdeal to use the Website as an online
market place is on a non-exclusive basis;
8.13.3 Snapdeal reserves the right to deny access to, or revoke, such permission
to use the Seller Panel and/or Website at any time;
8.13.4 Snapdeal shall have the right to remove the listing of any Product being
offered for sale by You;
8.13.5 Snapdeal shall have the right to offer discounts, run promotion campaigns
on the Selling Price to the Buyers from Snapdeal‟s Marketing Fee. You
shall not object to the provision of such discounts given by Snapdeal;
8.13.6 Any and all data derived as a result of this Agreement will be owned by
Snapdeal and You shall have the right to utilize such data for the duration
of the Term of this Agreement to fulfill Your obligations hereunder; and
8.13.7 For the duration of the Term, the Website shall be maintained by
Snapdeal. The ownership of the Website shall vest with Snapdeal and
Snapdeal shall make its best efforts to deal with any technical issues
affecting the Website (such as, for instance, the Website becoming
inoperative. Snapdeal does not warrant that the Seller will be able to use
the Website and offer for sale the Seller‟s Products at all times or locations
on the Website or that the Website and the services provided through the
Website will be uninterrupted or error-free or that the defects will be
corrected by Snapdeal.

 8.14

The Seller represents that the Seller shall not, at any time, use any intellectual
property of Snapdeal in any manner without the prior written consent of Snapdeal.
The Seller also represents that the Seller shall not purchase any Snapdeal metatags
on the Internet without the prior written consent of Snapdeal.

8.15

The Seller represents and warrants that if Seller is found indulging in providing of
false or misleading information or provision of defective or counterfeit Products,
then Snapdeal may initiate civil and/or criminal proceedings against the Seller
and Snapdeal may, at its sole discretion, suspend, block, restrict, or cancel the
Seller‟s registration on the Website and /or disqualify / bar the Seller from selling
the Products on the Website.

9.

INTELLECTUAL PROPERTY RIGHTS

9.1

Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party
are the exclusive property of the respective Party and cannot in any circumstances
be used, or copied, or altered in any manner which is identical/ similar the
brands/logos/trademarks of the other Party without being specifically authorized
in writing by that other Party. You recognize and confirm that Snapdeal has the
exclusive right to supervise, allow and reject the contents of the Website.
Snapdeal shall not be liable for contents and images shared, uploaded or displayed
on the Website by the Seller regarding the Seller‟s Products and all consequent
liability will be borne by the Seller only.

9.2

You hereby grant to Snapdeal the right to display/delist the Products (as updated
or to be updated by You on the Seller Panel at any/all times) along with the
related logo and/or trademark and/or brand name, etc., of the Products for
marketing/selling through the Website.

9.3

You hereby authorize Snapdeal to use and include Your trademarks (as may be
provided by You from time to time) and Your corporate name on the Website and
in any directory or promotional material produced in connection with the
promotion of the Website or the Products offered by You on the Website.

9.4

You acknowledge that Snapdeal is merely an intermediary with respect to the
Products listed on the Website. However, on receiving written notification of any
alleged infringement of third party intellectual property rights due to display or
sale of any Products/third party trademark or copyrighted matter on the Website
(including availability or sale of counterfeit goods on the Website), Snapdeal may,
at its own discretion, remove / delist the allegedly infringing Products / content
from the Website, with or without prior notice to You.

 10.

ANTI BRIBERY AND ANTI CORRUPTION POLICY

10.1

The Parties agree to conduct all their dealings in a very ethical manner and with
the highest business standards.

10.2

The Seller agrees to comply with “Anti-Bribery and Anti-Corruption Policy” and
adopt appropriate processes to prevent offering any illegal gratification in the
form of bribes or gifts either in cash or in kind in the course of all dealings with
Snapdeal or any other third parties for the purpose of this Agreement. Any
instances of such violations will be viewed in a serious manner and Snapdeal
reserves the right to take all appropriate actions or remedies as may be required
under the circumstances.

10.3

The Seller will provide all possible assistance to Snapdeal in order to investigate
any possible instances of unethical behavior or business conduct violations by an
employee or hired person of the Seller.

11.

LIABILITY

11.1

In the event of any breach or delay in the fulfillment of Your obligations by You,
due to any reason, Snapdeal shall not be held liable/responsible.

11.2

Snapdeal shall not be liable for the sale of the Products by You through the
Website or any loss incurred by You or the Buyer therefrom.

12.

CONFIDENTIALITY

12.1

The Parties acknowledge that during the existence of this Agreement, You will
have access to confidential information of Snapdeal and its affiliates. You
undertake to keep confidential all data and other confidential information supplied
to You by Snapdeal under this Agreement and shall not sell or otherwise make
that information available to any third parties. This Agreement, and the terms
thereof, shall be considered to be confidential.

12.2

Except as agreed to by the Parties, the data of Buyers will be the exclusive
property of Snapdeal, and You will not use the same for Your own purpose or
distribute such data in any form or means except for the purpose of this
Agreement and shall keep it confidential at all times. Confidential information
would include but not be limited to Buyer details, market information, all work
products and documents related thereto, the contents of the Website or any other

 information which is treated as confidential by Snapdeal, and any other
information, whether oral or in writing, received or to be received by You which
is agreed to be treated under the same terms, whether expressly or by implication.
12.3

The obligations under this Clause shall survive the termination of this Agreement.

13.

INDEMNIFICATION

13.1

The Seller agrees and undertakes to indemnify and to hold harmless Snapdeal, its
affiliates, successors, agents, assigns, and each of their directors, officers,
employees, associates, agents, and representatives from and against any losses,
damages, liability, claims, costs, penalty and expenses (including, without
limitation, reasonable attorneys‟ fees) incurred by reason of (i) any breach or
alleged breach by the Seller of the Seller‟s obligations, representations, or
warranties hereunder; (ii) any violation by the Seller of applicable law or
regulation; or (iii) any breach by the Seller of any Snapdeal Policies or any other
policies.

13.2

Additionally, the Seller shall, at all times and to the complete satisfaction of
Snapdeal and without demur, at its own expense, indemnify, defend and hold
harmless, Snapdeal and its officers, directors, employees, associates successors,
representatives and agents, against any third party claim, demand, suit, action or
other proceeding brought against Snapdeal or its directors, successors,
representatives, agents, officers and employees and against all penalty, damages,
awards, settlements, liabilities, losses, costs and expenses related thereto
(including attorneys‟ fees) to the extent that such claim, suit, action or other
proceedings are, directly or indirectly, based on or arise on account of the
Products and their content, or any breach of any of the terms and conditions of
this Agreement by the Seller or failure of the Seller in the performance or
observance of its role, functions, responsibilities as specified herein, or the breach
of the Seller‟s representations and warranties as contained in this Agreement,
even after the termination of this Agreement.

14.

ASSIGNMENT

14.1

The rights and obligations under this Agreement shall not be assigned or
transferred by You to any third party whomsoever, during the Term of this
Agreement.

 14.2

Snapdeal shall be entitled to transfer or assign any or all of its rights and
obligations under this Agreement to a third party without a prior written
notification to You.

15.

SUSPENSION AND TERMINATION

15.1

This Agreement may be terminated:
(i)

By Snapdeal, with immediate effect, if You are in breach of any of its
obligations, representations or warranties, or any other material terms as
contained in this Agreement and/or any of the Snapdeal Policies;

(ii)

By Snapdeal, without any reason, by giving You a prior written notice of
seven (7) days; or

(iii)

By Snapdeal, with immediate effect, if a petition for relief under any
bankruptcy or insolvency is filed by or against You, or You make an
assignment for the benefit of the creditors, or a receiver or an
administrative receiver or administrator is appointed for all or a substantial
part of Your assets;

15.2

Snapdeal also has the right to suspend Your access to the Seller Panel (instead of
terminating the Agreement) for any period of time (during which time period You
shall not be permitted to sell Your Products on the Website) on the occurrence of
any of the termination triggers specified in Clause 15.1 above or without any
reason as stated in 15.1(ii) above.

16.

CONSEQUENCES OF TERMINATION

16.1

On termination of this Agreement:
16.1.1 Snapdeal will, with immediate effect, block Your access to the Seller
Panel and/or Website and consequently, You shall not be able to offer any
Products to the Buyers thereafter; and
16.1.2 You shall return to Snapdeal all the confidential information of Snapdeal
and all other properties and materials belonging to Snapdeal. Where the
confidential information cannot be returned in material form, You shall
destroy all of Snapdeal‟s confidential information and shall provide
Snapdeal with a certificate of destruction with respect to the same.

 16.2

A Seller, whose arrangement under this Agreement has been terminated by
Snapdeal for any reason whatsoever, shall not have the right to re-register himself
/itself as a Seller on the Website at any time after such termination, unless
Snapdeal, in its discretion, permits such re-registration.

16.3

It is agreed that such provisions and obligations which, by their very nature,
survive the termination of this Agreement, shall continue to be binding on the
Parties.

16.4

On the termination of the Agreement, You will be entitled to only the Seller
Proceeds which have become due to You on account of any purchase of the
Products, made through the Website, prior to the date of termination of this
Agreement. Snapdeal shall be entitled to adjust any monies, due from You to
Snapdeal till the date of termination, from the Seller Proceeds payable to You on
termination.

16.5

Without prejudice of the foregoing, the termination of this Agreement pursuant to
any of the provisions contained herein above shall not limit or otherwise affect
any other remedy (including a claim for damages), which either Party may have,
arising out of the event which gave rise to the right of termination.

17.

DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

17.1

If any dispute arises between the Parties hereto during the subsistence of this
Agreement or thereafter, in connection with, or arising out of, this Agreement, the
dispute shall be referred to arbitration under the Arbitration and Conciliation Act,
1996 (Indian) to be adjudicated by a sole arbitrator to be appointed by Snapdeal.
Arbitration shall be held at New Delhi, India. The proceedings of arbitration shall
be in the English language. The arbitrator‟s award shall be final and binding on
the Parties.

17.2

The Agreement shall be governed by and construed in accordance with the laws
of India. The courts of New Delhi, India, shall have exclusive jurisdiction in
connection with this Agreement.

18.

AMENDMENT

18.1

Snapdeal may amend the terms and conditions of this Agreement including the
Commercial Term Segment and the Snapdeal Policies at any time in its sole
discretion by intimating You by way of notification on the Seller Panel and/or by
sending an email to the email ID provided in the Seller Registration Form. It is

 your responsibility to review amendment notifications from time to time. You will
be deemed to have accepted such amendments, if you continue to access the
Website/Seller Panel after the amendments are notified by Snapdeal.
18.2

Snapdeal may modify any other policies such as the Terms of Service, the Privacy
Policy and the Copyright Policy, at any time at its sole discretion without any
notification to You. It is your responsibility to review the same from time to time.
You will be deemed to have accepted these Website policies as amended, if You
continue to access the Website after the modifications are posted on the Web Site.

19.

MISCELLANEOUS

19.1

If You prefer to route Your Products through Fulfillment Center of Snapdeal, as
and when this option is made available to You by Snapdeal, then the following
conditions shall apply :
a.
b.
c.
d.

The Products will be insured by Snapdeal against fire, burglary, flood etc.
In case of pilferage and damages (post Quality Check) risk will be borne by
Snapdeal.
The Product Details for reconciliation would be shared as per Seller
requirement every fortnight.
The Products lying in the Fulfillment Centre, for which order is not placed
by the Buyer, shall be returned to the Seller periodically upon confirmation
with Snapdeal.

19.2

However, in case of any claim with any insurance company or insurer, the Seller
shall fully co-operate with Snapdeal and provide all necessary documents as may
be requested by Snapdeal. However, all claims arising out of the damages,
pilferage fire, flood and burglary of the Products, the same shall be subject to the
terms and condition of the original insurance cover entered with Snapdeal.

19.3

Snapdeal shall not be responsible for any damage to the Products except where a
Product is damaged in the warehouse under the Fulfillment Centre delivery
model. In the event a Product is damaged in the Fulfillment Centre due to any
fault solely attributable to Snapdeal, then Snapdeal shall only be liable to pay You
an amount not higher than the actual cost of the Product paid by You to purchase
such a Product.

19.4

Similarly, Snapdeal shall not be responsible for any non-delivery or delay in
delivery of any Products to the Buyer unless the same is due to non-dispatch or

 delay in dispatch of the Seller‟s Products available at the warehouse, under the
Fulfillment Centre delivery model.
19.5

Force Majeure: Any delay in or failure to perform any obligations by the Parties
under this Agreement shall not constitute default hereunder if and to the extent
caused by force majeure, which is defined to be occurrences beyond the
reasonable control of the Party committing default, including but not limited to
acts of the government authorities, acts of God, fire, flood, explosion, riots, war,
rebellion, insurrection, sabotage and non-cooperation of third parties. Provided,
however, that Seller shall give prompt written notice within a period of seven (7)
days from the date of the force majeure occurrence to the Snapdeal. You shall use
all reasonable efforts to avoid or remove such cause of non-performance and shall
continue performance hereunder whenever such causes of force majeure are
removed.

19.6

Entire Agreement: This Agreement, along with the Commercial Terms Segment
and Snapdeal Policies shall constitute the full and complete Agreement between
the Parties hereto relating to the subject matter thereof. The Parties state that
there are no oral statements, representations, warranties, undertakings or
agreements between the Parties except as provided herein. This Agreement
supersedes/cancels all prior communications, understandings and agreements
whether written or oral or in electronic form, (such as the Seller Registration
Form), between the Parties hereto.

19.7

Notices: Any notice or other communication to be given hereunder will be in
writing and given by facsimile, post-paid registered or certified mail return receipt
requested, or electronic mail (with a copy concurrently mailed as set forth
above). The date of receipt shall be deemed the date on which such notice is
given. Notice to You shall be issued at the address provided by You in the Seller
Registration Form, as amended by You from time to time.

19.8

Waiver: Either Party may exercise a right, power or remedy at its discretion and
separately or concurrently with another right, power or remedy. No failure or
delay on part of any Party hereto exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other rights, powers or privileges by such Party.

19.9

Severability: Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such

 prohibition or unenforceability without invalidating the remaining portions hereof
or affecting the validity or enforceability of such provision in any other
jurisdiction.
19.10 There are several underlined words and phrases that are hyperlinked to various
rules and policies on the Website. You represent that You have read this entire
Agreement and the policies hyperlinked herein and made available on the
Website. By accepting this Agreement, You hereby accept all the policies
hyperlinked to this Agreement and other rules and policies of Snapdeal applicable
to You.

 


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