Seller Agreement

This document is an electronic record in terms of Information Technology Act, 2000 and rules made there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical, electronic or digital signatures and the same has been incorporated by reference in the Seller Agreement (defined below).

These Terms & Conditions (“Terms”) form part of the Seller Agreement (“Seller Agreement”) entered into between the ETHEREAL TECHNOLOGIES Private Limited, a company ("Company") incorporated under the Companies Act, 1956 having its registered office at Office No. 215, Orbit Mall, 305-306 PU-4, Scheme No 54, Indore - 452010 and you, the Seller ("Seller"). The Terms are incorporated in the Seller Agreement by way of reference and constitutes part of the legally binding Seller Agreement executed between the Company and the Seller.

Here you (refer for Seller) and Firm (refer for ETHEREAL TECHNOLOGIES Private Limited)

The registered firm ETHEREAL TECHNOLOGIES Private Limited having his/her/its address/registered office Office No. 215, Orbit Mall, 305-306 PU-4, Scheme No 54, Indore - 452010, with the CIN U74999MP2018PTC045140 duly authorized to enter in to present agreement as the First Part.

And

Duly authorized by directors of the firm to enter in to present agreement (hereinafter referred to as “the Firm”) of Second Part the parties above referred are individually known as “the Seller”;

AND WHEREAS the Firm is owner of E-Commerce Website by the name of “bteasy.com” (refer as website) wherein various products of different nature are marketed and sold using electronic medium more particularly through the e-commerce domain.

AND WHEREAS the parties hereto have after mutual discussions have come to an agreement that the products of the Seller will be marketed by “bteasy.com” on their ecommerce store;

The terms of this agreement will be effective upon your acceptance of the same and will govern the relationship between you and ETHEREAL TECHNOLOGIES Private Limited, including with respect to the listing, advertising, exhibiting, making available, marketing, sale and/or delivery of any products through the website. The Company shall act as Seller’s service provider for providing various services in relation to the sale of its Products as agreed under the Seller Agreement (“Products”), and the use of the Portal for enabling promotion / advertisement of the its Products (“Services”).

Products:

a. The Seller shall offer its Products to the Company for the purpose of sale by the Seller on the Portal. Based on market analysis conducted by the Company, the Company may make recommendations to the Seller from time to time on the specific Products and the quantities thereof, from the entire range/collection that are to be displayed, advertised and offered for sale by the Seller through the Portal. The Seller shall make its final decision on the Products and their quantities to be displayed on the Portal on the basis of such recommendations. Notwithstanding the foregoing, the Company has the right to refuse to display, or withdraw from the Portal, any Product for sale on the Portal.

b. The Products offered for sale by the Seller are either manufactured by the Seller or are sourced/ purchased by the Seller from third party suppliers/manufacturers (“Suppliers”). In the event the Seller purchases the Products from the Supplier, the Seller has furnished a no objection certificate from the owner/manufacturer of the Products in the format provided by the Company and annexed to the Seller Agreement.

c. The Seller will keep informed at all times to the Company about the availability and quantity of the products in his/her inventory along with detailed specifications like size, colour, texture etc. as may be required of the product. Order once placed on the site by the customer shall have to be honoured by the Seller at all costs.

Commencement:

The date of execution of this agreement shall be the commencement date and the agreement shall remain valid until this agreement has been terminated as per terms of this agreement.

Pricing Policy

Please note that trust is the most important aspect of trade between buyers and sellers in marketplace and one of the key aspects of trust is fair pricing. For healthy transaction flow at ShopClues.com, we ask you to price your items responsibly.

Please note that we are constantly monitoring prices for each merchant at various channels and do not allow you to price your items at higher prices at ShopClues.com vs. other channels such as your own retail store, your own Website (if any) or any other 3rd party retail stores or Websites. You should price your items sold at ShopClues.com to be same as the lowest rate you are selling at elsewhere or even lower but it should not be more. Violation of our pricing policy will result into warning notices and can also result into account suspension and/or store suspension.

Fee/Commissions:

For all sales that are made/generated using the website, an agreed commission shall be paid by the Seller to the Firm. The company can modify any rate of commission in with respect to any product. The Details of commission rate would be shared along with the agreement.

Order Handling, Delivery Service:

3.1 Orders for the product shall be received using the website and shall be forwarded to the Seller by the Company via e-mail/mobile phone.

3.2 The Seller shall upon receipt of the order from the Company immediately arrange to deliver the products (in case the delivery responsibility taken) to the designated address as early as possible, but in any case, the dispatch shall be made within 5 (five) days of the receipt of the Order. The Seller shall provide to the Company the consignment number, details of courier/shipment agency immediately followed by proof of delivery.

3.3 The Seller shall ensure that the product is ready whenever the product purchase notification is received (in case where the firm has taken the responsibility of delivering the product).

3.4 The Seller shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Seller to the customer.

3.5 The Seller agrees to replace the defective products supplied to the customer at its own cost and shall not hold the Company responsible in any manner whatsoever.

3.6 The serviceman shall ensure the readiness of ready for the service whenever the service request of any customer received via the Website.

Services to be provided by the Company

As a part and parcel of the Services, the Company shall carry out the following functions for and on behalf of the Seller for consideration as agreed under the Seller Agreement.

a. Facilitation of Sale of Products through the Website:

i. The Seller authorizes the Company to, on behalf of the Seller, provide to Customers / users of the Portal:

(a). Information and assistance in relation to the listed Products and sales thereof,

(b). Information in relation to status of the order placed by Customers, and

(c). Operating a customer helpdesk for other inquiries in relation to Products and orders, customer complaints and grievances.

ii. The Seller agrees and undertakes to fully co-operate with the Company as reasonably as required, in connection with any customer-service functions undertaken by the Company. Such services can be provided by the Seller either on its own or through the Suppliers, as the case may be.

iii. The Seller authorizes the Company to place:

(a). a description of the Seller (including but not limited to description of Suppliers, where so directed by the Seller) and

(b). description of each of its Products (including but not limited to the technical description of the Products, images of the Products, brand name of the Products, the price of the Products and any applicable warranty terms) on the Portal.

(c). Seller rating based on Seller performance and customer reviews.

iv. The Seller authorizes and acknowledges that the Company shall offer end of season sale (EOSS) discounts on the Portal from time to time. Such discounts shall be borne by the Sellers in the manner agreed in the Seller Agreement.

v. The Seller authorizes the Company to offer certain discounts during the year (other than EOSS) wherein the discount % and sharing ratio shall be decided mutually between the Seller and the Company from time to time.

Covenants of Seller:

The Seller hereby covenants with the Company as under:

a)      To provide to the Firm, for the purpose of the creation/display on website, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale. To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Seller agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer.

b)      To deliver the product of the ordered specifications/description only, including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of non-delivery. Further, the Seller shall maintain adequate stock/inventory of the items at all times wherever applicable. In case the Seller is running out of supplies or is likely not to fulfill the Order received by the Firm, it shall intimate to the Firm at least 24 hours (1 days) in advance so that notice of OUT OF STOCK for the product can be placed on the website.

c)      The Seller agrees to indemnify and keep indemnified the Company from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Company due to acts/omission on the part of the Seller.  

d)      Not to do any act/deal in things/products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such a product. 

e)      To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is derogatory in nature. Further it will provide the product description and image only for the product which is offered for sale through the website.

f)       The Seller declares that it has all the rights and authorisations in respect of intellectual property rights of third parties and is authorised to sell/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.

g)      To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through website.

h) To the best of his/her efforts to have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.

i) The Seller has to provide information about the Order Status including consignment numbers to the Company.

j) To raise an invoice in the name of Customer for the appropriate amount based on the prices displayed on the website to the customer and paid by/charged to the customer.

k) Not to offer any Products for Sale on the website, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian law.

l) To pass on the legal title, rights and ownership in the Products sold to the Customer.

m) To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Seller. No claim of whatsoever nature will be raised on the Company or the Website.

n) The Seller shall at all time during the pendency of this agreement endeavour to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.

o) The Seller shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods and Service Tax Act , Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.

p) The Seller shall at all time be responsible for after sale service to the products and handle customer complaints regarding product quality and warranties, if any. Your contact details shall be provided to the customer as soon as a valid order is received. It is your responsibility to keep your contact details updated on the Website at all times. The Company will not be held responsible for any such things at any time in whatsoever manner and the Seller undertakes to keep the Company harmless and indemnified in this case.

q) The Seller hereby accepts the obligation to ensure high level of buyer satisfaction. If Seller receives any negative reviews or feedback from Users who have bought items listed by Seller, you will be considered to have failed to comply with this obligation. In such case, the Company may at its sole discretion terminate your membership.

Non-fulfilment of these points will be treated as breach of this agreement and may, inter alia, lead to dispelling the Seller temporarily or forever from website at absolute discretion.

 

Confidentiality:

The Parties shall keep all negotiations confidential and maintain the contents of these Terms & Conditions together with Seller Agreement in strict confidence and shall make no announcement or disclosure without the prior written approval of the other Party save in respect of –

(i) disclosures necessary to be made to each Party’s consultants, advisors, employees / directors on a need-to-know basis and provided that such third parties are bound by obligations of confidentiality; and

(ii) disclosures required by law.

 

Obligation of the Company:

a. Company shall take reasonable steps to specify for Customer awareness on the Portal, the warranty period and terms of such warranty as communicated to it by the Seller in relation to the Products displayed on the Portal.

b. The Company shall maintain the proper and valid registration of its domain name in relation to the Website during the Term at its own costs.

Return & Refund:

a. The Company has a Return and Refund Policy (“R&R Policy”) which is applicable to the sale of Products through the Portal.

b. The Seller has been provided a copy of the R&R Policy or has been given access to the R&R Policy and the Seller hereby confirms that the terms of the R&R Policy are acceptable to the Seller.

c. The Company shall prominently display the R&R Policy on the Portal so that the Customers are aware of the R&R Policy.

d. If a Customer is entitled to a return or refund for any Product in accordance with the R&R Policy, the Company shall make such return or refund solely on behalf of the Seller as per the R&R Policy and adjust the amount so paid to such Customer from any amounts payable by the Company to the Seller. The Seller hereby agrees that such adjustments can be made from the amounts payable by the Company to the Seller up to a period of 3 (three) months from the date of delivery of Products to the Customer.

Termination and Effects of Termination:

This Agreement may be terminated by the Firm forthwith in the event:

a)      Seller commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 30 days after written notice given by the Firm.

b)      If a Petition for insolvency is filed against the Seller.

c)      If the Seller is in infringement of the third-party rights including intellectual property rights.

Effect of Termination:

a)      In the event of termination of this Agreement, the Firm shall remove the Links and shall discontinue display of the Products on the website with immediate effect.

b)      Firm shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Seller by virtue of termination of this agreement.

c)      During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.