THIS AGREEMENT IS AN ELECTRONIC FORM WHICH IS AN ELECTRONIC CONTRACT FORMED UNDER INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE UNDER 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.
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU AND SHOPPINGMONEY (BOTH TERMS DEFINED BELOW). THE TERMS OF THIS AGREEMENT WILL ONLY BE EFFECTIVE WHEN YOU ACCEPT THE SAME AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND SHOPPINGMONEY, INCLUDING WITH RESPECT TO THE LISTING, ADVERTISING, EXHIBITING, MAKING AVAILABLE, MARKETING, SALE AND/OR 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 SHOPPINGMONEY.
For The Purpose Of This Agreement, The Individual Or Any Legal Entity (in Any, Sole- Proprietorship, Partnership, HUF Etc.) Representing Itself Through Its Duly Appointed Authorized Signatory Only, Who Has In Pleted SHOPPINGMONEY‟s Seller Registration Form Is Required By SHOPPINGMONEY (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.
ARG E COM Private Limited, Incorporated Under The Companies Act, 1956, Having Its Registered Office At 194, 2nd Floor, Patparganj Industrial Area New Delhi-110092 With The CIN – U72300DL2007PTC168097 (hereinafter Referred To As, “SHOPPINGMONEY” Which Expression Shall, Unless It Be Repugnant To The Context Or Meaning Thereof, Be Deemed To Mean And Include All Its Successors, Liquidators, Receivers, And Assigns) Shall Constitute The SECOND PART.
Seller/You And SHOPPINGMONEY May Be Referred To As The “Party” Individually And As The “Parties” Collectively, As The Context May Require.
1. SHOPPINGMONEY Inter Alia Is The Online Market Place Located At The URL Www.SHOPPINGMONEY.in And Mobile Application At The Name Of “SHOPPINGMONEY” (the “Website”) Which Acts As An Online / Electronic Platform In The Form Of An Intermediary, Providing E-commerce Marketplaces, Platforms/technology, Facilitation Of Payment Services, Fulfillment Support To Third Party Sellers To Offer For Sale, Sell Their Products And For Third Party Buyers To Access Variety Of Products And Accept To Purchase The Products Offered By Sellers;
NOW, THEREFORE, IF THE SELLER IS INTERESTED IN SELLING THE PRODUCTS WITH SHOPPINGMONEY , THESE ARE THE CONSIDERATIONS OF THE PREMISES AND MUTUAL PROMISES AND COVENANTS SET FORTH HEREINAFTER, THE PARTIES, INTENDING TO BE LEGALLY BOUND, HERETO AGREE AS FOLLOWS:
1.1 “Acceptance” Shall Mean Acceptance Of This Agreement Directly Or Indirectly In Electronic Form Or My Means Of An Electronic Record And Shall Include Your Affirmative Action Of Clicking On “I Accept/ I Agree” Or The Box Against These Words Provided At The End Of This Agreement Or Any Other Manner Of Acceptance Such As Using Seller Panel, Start Advertising, Exhibiting Or Offering For Sale, By Which Action You Accept The Terms And Conditions Of This Agreement.
1.2 “Agreement” Shall Mean This Seller Agreement In Its Entirety, Including All The Annexure Attached To Or Referred To This Agreement, SHOPPINGMONEY Policies And Any Other Document Pursuant To This Agreement And Shall Include Any Amendment Thereto, From Time To Time.
1.3 “Applicable Laws” Includes (a) Statute, Statutory Instrument, Bye-laws, Order, Directive, Decree Or Law (including Law, Judgment, Demand, Order Or Decision Of Any Court, Regulator Or Tribunal); (b) Rule, Policy, Guidance Issued By Any Governmental, Statutory Or Regulatory Body.
1.4 “Banned Products” Shall Mean The Products/goods/articles/services Included In The SHOPPINGMONEY Banned Products List As Provided Under This Agreement.
1.5 “Buyer” Is The Customer Who Buys The Products From The Website Who Accepts Seller’s Offer To Sell The Product And Purchases Any Product Of The Seller Through The Website.
1.6 “Consents” Include All Consents, Licenses, Authorizations, Approvals, Permissions, Certificates, Permits And Any Other Form Of Consent (whether Statutory, Regulatory, Contractual Or Otherwise).
1.7 “Logistic Service Provider” shall Mean A Natural Or Juristic Person That Is Approved By SHOPPINGMONEY For Transporting, Shipping, Temporary Storage And Delivering The Products Purchased By The Buyers From You On The Website, And The Term “Logistics Services” Shall Be Construed Accordingly.
1.8 “Logistic Service Provider Fees” shall Mean The Fees (either In Number Or As A Percentage Of Selling Price) As May Be Provided From Time To Time In The Commercial Term Segment, Payable By Seller To SHOPPING MONEY For Availing Of Logistics Services Through Logistic Service Provider.
1.9 “Fulfillment Centre” (presently Termed As “SHOPPINGMONEY Plus”, Or Any Other Name) Shall Mean A Building, Warehouse Or Any Other Establishment, Identified By SHOPPINGMONEY To The Seller, At SHOPPINGMONEY‟s Discretion, Where Seller May Place Or Deposit Their Products, Without Transfer Of Any Title In Such Products, For Dispatch Or Delivery To The Buyers.
1.10 “Fulfillment Centre Charges” Shall Mean The Charges (either In Number Or As A Percentage Of Selling Price) As May Be Provided In The Commercial Term Segment For Availing Fulfillment Center Related Services.
1.11 “Intellectual Property Rights” Means All Rights To Patents, Designs, Copyrights, Trademarks, Service Marks, Database, Domain Name, Moral Rights (whether Or Not Any Of Those Is Registered And Including Applications For Registrations Of The Foregoing) Together With All Trade Secrets, Know-how And All Rights Or Forms Of Protection Of A Similar Nature And Causes Of Action For Violation, Misappropriation Or Infringement Of Any Of The Foregoing.
1.12 “Invoice” Shall Mean A Valid Retail Tax Invoice Issued By The Seller To The Buyer For The Sale Of A Seller’s Product To A Buyer Through The Website.
1.13 “Nodal Bank” Shall Mean The Bank Which Maintains Internal Bank Account For The Purpose Of Collection Of Electronic Payments From Buyers And Settlement To Sellers Towards Products/goods Purchased On Website In Accordance With RBI Directions For Opening And Operation Of Accounts And Settlement Of Payments For Electronic Payment Transactions Involving Intermediaries.
1.14 “Product(s)” Shall Mean The Product(s) As Exhibited, Advertised, Made Available, And Offered By The Seller For Sale On The Website.
1.15 “Seller Panel” Shall Mean A Web Page / Electronic Account Of The Seller On The Website With A Unique Login Id And Password For The Seller To Exhibit, Make Available, Offer For Sale The Product, And To Update The Order Status, Price And Inventory Of The Products On The Website.
1.16 “Selling Price” Shall Mean The Price Of A Product In Indian Rupees (INR) At Which Such A Product Is Exhibited, Advertised, Made Available Or Offered For Sale By The Seller On The Website.
1.17 “Seller Proceeds” shall Mean The Net Amount Receivable By The Seller To SHOPPINGMONEY After Deduction Of The SHOPPINGMONEY‟s Marketing Fees, Payment Collection Fees, Logistic Service Provider Fees, Fulfillment Centre Charges (if Applicable) And Other Charges (if Any) Or Any Other Statutory Deduction, Levies, Or Any Amount To Cover Contractual Obligations, From The Selling Price.
1.18 “Seller Registration Form” Shall Mean The Electronic Form Available On The Website (presently At Http://sellers.SHOPPINGMONEY.in ) That You Are Required To In Plete Before Registering As A Seller On The Website.
1.19 “Term” Shall Mean The Period Commencing From The Date Of This Agreement Up To The Termination Of This Agreement In Accordance With Clause 18 As Provided Herein Below.
1.20 “Territory” Shall Mean The Republic Of India.
2. COMPLETION OF SELLER REGISTRATION AND ACCEPTANCE
2.1 As A Part Of The Registration Process, You Have Stated That You Have Completed The Seller Registration Form And Filled The Various Details That Are Mandatory For The Registration And Provided The Relevant Details To SHOPPINGMONEY. 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 Of Sound Mind And Are Not Disqualified From Entering Into A Lawful Contract And You Are At Least Eighteen (18) Years Of Age Or Above.
2.2 You Have The Option Of Accepting Or Declining This Agreement. If You Do Not Agree To The Terms And Conditions Of This Agreement, Please DO NOT Accept This Agreement And Do Not Use The Website For Any Kind Of Purpose. This Will Stop The Seller Registration Process.
Please Provide Your Acceptance To This Agreement If And Only If You Agree To The Terms And Conditions Provided Herein. Upon Your Acceptance, This Agreement Shall Be Binding Upon You. Without Prejudice To The Binding Nature Of This Agreement Upon Your Acceptance, SHOPPING MONEY May, As Additional Electronic Records Of This Agreement, Send An “Agreement Acceptance Notification” In Electronic Form, Along With An Electronic Copy Of This Agreement In PDF Or Any Other Readable And Storable Format To The Email Address Provided By You In The Seller Registration Form And You Are Required To
2.3 You Will Be Solely Responsible For Maintaining The Safety And Confidentiality Of Your Log-in, Password And Details In Relation To The Seller Panel And The Information Provided Therein, And Shall Be Fully Responsible For All Activities That Occur. If There Is Any Kind Of Unauthorized Use Of Your Account Then You Can Immediately Inform The Customer Care And The Grievance Cell Officer.
2.4 SHOPPING MONEY Reserves The Right To Suspend Or Terminate Access To Sellers Registered On The Website And The Seller Panel, At Any Time And Without Assigning Any Reasons For Doing So.
3. LISTING, SALE AND DELIVERY OF THE PRODUCT
3.1 By Exhibiting, Advertising Or Listing Any Product On The Website, You Agree That You Are Making An „offer To Sell‟ Your Product To The Users Of The Website And Such Offer, Upon Acceptance By A User, Shall Be Binding On You. The Sale, Purchase, Return, Delivery And Other Terms Of Sale Shall Be Further Subject To The Standard Terms Of Sale On The Website. You Shall Provide True, complete And Correct Brand Name (if Any), Identification (if Any), Information, Images, Description And MRP, Selling Price Of The Product On The Website For The Purpose Of The Product’s Exhibition, Advertising, Making Available Or Offer For Sale In The Appropriate Category, Which May Include 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. You Hereby Permit, And Hereby Grant All The Rights And Licenses To SHOPPING MONEY On Worldwide Basis To Permit, Other Sellers On The Website To Use Your Aforesaid Information And Materials For Advertising, Exhibiting, Making Available And Offering To Sell Such Other Sellers Products On The Website. Unless Mandated Under Any Applicable Law, Your Aforesaid Information And Materials Shall Not Be Disabled Or Deleted From The Website Till Such Time Any Seller On The Website Is Using The Same For Advertising, Exhibiting, Making Available And Offering To Sell Such Other Sellers Products On The Website.
3.2 You Represent And Warranty That The Product Description Shall Not Be Misleading And Shall Describe The Actual Condition Of The Product. If A Product Is Subject To Expiry Date Or Expiry Duration, You Shall Not Offer To Sell And Sell Any Such Product Which Has Passed 75% (seventy Five Percent) Of Its Expiry Duration. If The Product Sold Does Not Match The Product Description Displayed On The Website, You Shall Refund And Permit SHOPPING MONEY To Refund Any Amounts That You May Have Received, Or Have Credit To You, From The Buyer. You Represent That You Have Obtained All Consents As May Be Required In Order To Provide The Information And Description Of The Products On The Website.
3.3 You Shall Be Solely Responsible For Ensuring That The Seller Panel Is Updated And Reflects The Real-time Availability / Non-availability Of The Products Listed On The Website. You Shall Be Responsible For Claims Made By Buyers For Inaccurate Product Availability Details That Are Displayed On The Website Due To Any Negligence / Default On Your Part To Provide Updated And Accurate Product Information.
3.4 You May Also Be Required To Provide Images Of The Products And/or Images Of The Brands/ Logos Of The Products. You Grant SHOPPING MONEY A Non-exclusive And Worldwide Right And License To Use The Product Description, Images Of The Brands/ Logos Of The Products To Be Used On The Website, And In Any Marketing And Promotion Material Of SHOPPING MONEY To Promote The Sale Of Such Product On The Website, And, If Required, To Make Technical Modifications To The Images So As To Render Them Feasible For Uploading On The Website.
3.5 As The Buyer Will Order The Product Through Shoppingmoney, You Will Be Receiving The Notification On The Your Dashboard. You Shall Ensure That The Product As Ordered By The Buyer Is Dispatched To The Buyer Within Such Time Period Which SHOPPING MONEY 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 And Send A Corresponding Invoice Along With The Product.
3.6 You Shall Not Submit Any Incorrect, Incomplete, Misleading Or Fake Documents Like Invoices, Brand Authorization Certificate Or Any Other Document Called For By SHOPPING MONEY, Or Re-register With Another Name In The Event Of Getting Delisting From The Website.
3.7 You Hereby Agree And Acknowledge That Any Product Sold By You To Buyer May Be Refused To Be Accepted Or Taken Delivery By The Buyer. You Agree To Accept The Return Of Such Products Whether Ordered By Any Of Payment. In Case Of Rejection Or Non-acceptance Of The Product By The Buyer, Seller Shall Be Liable To Pay The Charges In Accordance With Commercial Term Segment.
3.8 In Case Of Return Or Rejection Of Products Or Products Getting Damaged During The Handling Or Warehousing Of Them And Where SHOPPING MONEY Is Liable Or Otherwise Agree To Pay You The Cost Or Selling Price Of Such Products As Per The Trust Pay Policy Or Any Other Policy For The Time Being, Then You Agree And Permit That SHOPPING MONEY Or Any Liquidator/ Auctioneer Appointed By SHOPPING MONEY May, Either Itself Or Through Any Third Party, Liquidate/sell Or Repair/recondition/refurbish Those Products To Recover The Losses Incurred Or Payments Made To You. If SHOPPING MONEY Has Recovered The Loss Or Payments Made To You Herein From The Logistic Service Provider Or Any Third Party Under The Respective Service Arrangement, Then You Permit Such Logistic Service Provider Or Third Party To Liquidate/sell Such Products To Recover Their Losses Or Payments Made To SHOPPING MONEY. Without Prejudice To All Our Rights And Available Remedies For Your Fault Or Breach Under This Agreement, You Relinquish Your Rights With Respect To The Products Liquidated Pursuant To This Clause. Further, You Agree To Ensure In Compliance Of Applicable Laws Including Tax Matters & Movement Documentation With Respect To Such Returned Or Rejected Products Till Those Products Are Brought Into The Liquidation Place. You Agree And Permit SHOPPING MONEY, Its Third Parties Or Logistics Service Provider To Transfer The Title In The Products And Other Collateral And Benefits Thereto (viz., Warranties Etc.) In The Same Manner As You Would Have Transferred To The Buyer. SHOPPING MONEY States That Any Such Sale Or Liquidation By SHOPPING MONEY Shall Be On Wholesale Basis Or Business- To-business Basis.
4. OBLIGATIONS OF THE SELLER
4.1 You Shall Create And Maintain All Records Of All The Products Listed On The Website And Also For Those Purchased By The Buyers Through The Website, Including All Taxes, Returns, Refunds, Etc., As May Be Required For Various Purposes Including Regulatory In Compliances And For The Website‟s Buyer‟s Service Purposes.
4.2 You May Appoint A Representative, Who Shall Be SHOPPING MONEY‟s Point Of Contact For Any And All Matters Related To This Agreement, Including All Listings, Sales And Delivery Related Matters, And Shall Be Authorized By You To Communicate With SHOPPING MONEY Regarding Your Use Of The Website / Seller Panel, And All Transactions Between You And The Buyer. You Shall Be Solely Responsible And Liable For Any Complaints And Queries Of Buyers With Respect To The Products, Its Details And Specifications, Selling Price Of The Products, Warranty Terms, Delayed Delivery Or Non-delivery Of The Products Purchased Or Any Complaints With Respect To The Quality Or Quantity Of The Products Delivered. You Shall Be Solely Responsible For Making And Delivering On Any Representations Or Warranties With Respect To The Quality Of The Product To The Buyer, Including All Relevant Product Warranties. Buyers Will Have The Option Of Providing Product / Seller Reviews And Rating Of Sellers From Whom They Have Purchased Any Products Using The Website. SHOPPING MONEY Has The Right (but Not The Obligation) To Publish All Such Ratings And Information Received From The Buyer Regarding The Product / Seller On The Website. SHOPPING MONEY Is Not Obliged To Monitor Or Modify Any Such Ratings Or Reviews. You Confirm That You Will Not Indulge In Any Unethical Activity To Manipulate, Directly Or Indirectly, The Information That Can Affect Your Rating. You Further Acknowledge That Such Ratings And Reviews Are The Opinions Of Buyers And SHOPPING MONEY Is Not Responsible For Such Ratings And Reviews. You Agree That SHOPPING MONEY Takes No Responsibility And Assumes No Liability For Any Content Posted, Stored Or Uploaded By You, Buyer Or Any Third Party, Or For Any Loss Or Damage Thereto, Nor Is SHOPPING MONEY Liable For Any Mistakes, Defamation, Slander, Feedback, Libel, Omissions, Falsehoods, Obscenity, You May Encounter. SHOPPING MONEY Is Not Liable For Any Statements, Representations Or Content Provided By Its Users In Any Public Forum, Personal Home Page Or Other Interactive Area.
5. TAX MATTERS
5.1 You Will Be Responsible For The Invoicing, Collection And Payment Of Any And All Of Taxes Applicable On The Product Sold Thorough The Website Together With The Filing Of All Relevant Returns And In Compliance Required Under VAT/CST/Entry Tax, / Local Business Tax, Service Tax, Excise, GST, Customs Or Any Other Tax Applicable On The Product Listed And Sold By You And Applicable On You According To The Central / State / Local / Municipal Applicable Laws.
5.2 You Will Be Solely Responsible To Charge Correct Rate Of Applicable Taxes. You Shall Discharge Your Obligations With Respect To These Taxes Under Applicable Laws Including Valuation, MRP And Classification Of Product Listed By You On SHOPPING MONEY And For Any Liability Arising Out Of Your Failure To Comply With These Obligations You Shall Be Liable To Indemnify SHOPPING MONEY And Other Persons In Accordance With This Agreement. You Will Issue VAT/CST Invoice/credit Memos As Applicable Including Immediate Correction, In Case Any Discrepancies Or Errors Are Observed In Terms Of The Mandatory Statutory Requirement Prescribed Under Applicable Laws. You Will Be Solely Responsible For Preparing, Making And Filing Any Tax Return/audit Report, Statutory Reports And Other Filings And Responding To Any Tax Or Financial Audits Of Your Products Including Those Stored At The Fulfillment Centre.
5.3 You Will Be Responsible To Obtain And Maintain All Valid Consents Including But Not Limited To VAT / CST / Entry Tax / LBT /, Luxury Tax, Entertainment Tax, Customs Duty Etc. Applicable On Your Business Or Transactions And At No Point Of Time You Will Accept The Delivery Of Any Order In Case The Consent Or Any Tax Registration Number Is Cancelled By The Revenue Authorities. You Will Be Responsible To Provide Immediate Request Of De-activation Of Your Registration In SHOPPING MONEY Database In Case Of Any Change Of Ownership, Restructuring Or Cessation Of Business By You.
5.4 In Case Of Instruction From Any Statutory Authority Or In The Interest Of Tax Compliances, SHOPPING MONEY May Ask And You Agree To Promptly Provide SHOPPING MONEY Requisite Evidence Of Your Discharge Of Obligations Relating To Taxes And In Case Of Your Failure To Duly Deposit And / Or In Ply With Tax Obligations, SHOPPING MONEY Shall Have The Right To Immediately De-activate Your Account And/or Utilize Seller Proceeds For Discharging Statutory Obligations Arising Due To Your Failure.
5.5 If SHOPPING MONEY Is Required By Applicable Law To Collect Any Taxes From You, You Will Immediately Pay Such Taxes To SHOPPING MONEY And SHOPPING MONEY Shall Have The Right To Deduct Or Recover The Same From The Seller Proceeds.
5.6 If For Any Reason, Any Inin E Tax Or Withholding Tax Or Any Statutory Dues Or Taxes Are Instructed By Any Statutory Authority To Be Deducted And Deposited On Any Payments Or Remittances To You Including Seller Proceeds Or Selling Price, SHOPPING MONEY Will Have The Right To Deduct And Deposit Any Such Applicable Taxes With The Appropriate Statutory Authority And The Remit The Balance Amount To You. No Claim In Respect Of Such Taxes Deposited Would Be Made By You Against SHOPPING MONEY.
5.7 You Undertake That All Information Provided By You In Relation To Your Above Obligations Including Various Registration / Consents Are True, Accurate And Current And You Will Immediately Update Any Such Information In Case Of Any Changes. SHOPPING MONEY Reserves The Right To Request Additional Information And To Confirm The Validity Of Any Of Your Account Information (including Without Limitation VAT/CST/Entry Tax Related Registration Number) From You Or Government Authorities And Agencies As Permitted By Applicable Laws And You Hereby Irrevocably Authorize SHOPPING MONEY To Request And Obtain Such Information From Such Government Authorities And Agencies. Further, You Agree To Provide Any Such Information To SHOPPING MONEY Immediately Upon Request. SHOPPING MONEY Reserves The Right To Charge You Any Applicable Unbilled VAT If You Provide A VAT/CST/Service Tax Registration Number, Or Evidence Of Being In Business, That Is Determined To Be Invalid. VAT/CST Registered Sellers And Sellers Who Provide Evidence Of Being In Business Agree To Accept Electronic VAT/CST/Service Tax Invoices In A Format And Method Of Delivery As Determined By SHOPPING MONEY In In Pliance With Applicable Law.
5.8 In The Event You Agree To Register Yourself For Fulfillment Centre Facility Provided By Third Party Service Provider, Wholly Or Partly As Your Additional Place Of Business From VAT/CST/Entry Tax Regulations Perspective, SHOPPING MONEY Agrees To Arrange A No Objection Certificate From Third Party Service Provider As Required To Enable You To Register Your Site In Fulfillment Centre As Your Additional Place Of Business. You Shall Indemnify And Keep Indemnified SHOPPING MONEY, Its Affiliates And Third Party Service Provider And Their Respective Directors, Officers, Employees, Contracts And Agents, Against Any Taxes, Duties, Penalties, Interest, Losses, Damages, Liabilities, Costs, Expenses, Claims, Orders, Judgments And Consequences Arising From Investigation Or Enquiry By The Tax Or Government Authorities Due To Any Reason. In The Event, Your Products At Fulfillment Centre Are Seized By The Tax Or Any Statutory Authorities At Any Point Of Time For Any Reason, The Responsibility For Undertaking The Release, And Bearing The Costs Of The Release, Would Be Solely On You. You Further Represent And Warrant That You Will Not Register Fulfillment Centre As Your Principal Place Of Business In Any Of The States But Only As An Additional Place Of Business. You Shall Be Solely Responsible For Collecting Any Statutory Form / Entry Tax Or Local Tax Related Compliance If Required By You For Inter-state Movement Of Goods Owned By You At All Point Of Time Till The Delivery To The Buyer For His/her Consumption. The Risk Of Any Damage, Loss Or Deterioration Of The Products Deposited In The Fulfillment Centre Shall Be On The Seller And Not On SHOPPING MONEY, Its Third Parties (including Fulfillment Centre Service Provider) On The Buyer. You Represent And Warrant That The Products Being Delivered To Fulfillment Centre Are Not Faulty And Are Exactly Those Products Which Are Listed And Advertised By You On The Website And Purchased By The Buyer And Meet All Descriptions And Specifications As Provided On The Website.
5.9 In Addition To Other Indemnification Obligations In This Agreement, You Agree To Indemnify, Defend And Hold Harmless SHOPPING MONEY, Its Affiliates And Its Respective Officers, Directors, Employees, Contractors , Representatives And Agents Against:
a) Any Of Your Taxes Or The Collection, Payment Or Failure To Collect Or Pay Due Taxes / Forms By You On Transactions Carried Out By You On Website Or Through The Fulfillment Centre Facility.
b) Road Permits / Way-bill / Forms, If Required By The Logistic Service Provider Or Any Other Related Third Party For The Entry/exit Of Goods To/from The State In Which You Are Conducting Your Business By Using SHOPPING MONEY Website/ Facility And The Same Will Be Provided By You At Your Own Expense.
5.10 Notwithstanding Anything Else Contained Herein, If Subsequent To The Date Of Signing Of This Agreement Or Activation Of Seller Panel, Any New Or Additional Taxes And Similar Levies In Nature And Any Increased In The Direct Cost Resulting From Future Legislation Or Interpretation Of Existing Or Future Legislation, Including And Not Limited To, VAT/CST, GST, R&D , Works Contract Tax, Services Tax, Excise, LBT, Entry Taxes, Customs Duty Etc. Are Imposed By Government/s Or The Concerned Authorities Which You Are Bound To Pay In Respect Of The Payments Received By You In Pursuance Of The Sale Of Products Or Services Rendered By You To Buyers On Website, Then Such New/additional Taxes/levies Will Be Borne By You. Additionally, The Implementation Of Any Upward / Downward Change In The Rates Of The Existing Taxes/levies Shall Be Your Sole Responsibility.
5.11 You Agree That Any Non-incompliance Of Taxes Matters Under This Clause May Cause Prejudice Or Harm To The Reputation And Goodwill Of SHOPPING MONEY. If SHOPPING MONEY Is Informed Or Aware About Any Such Non-incompliance Then Without Prejudice To SHOPPING MONEY‟s Other Rights And Remedies Under Applicable Laws, This Agreement Or Equity, SHOPPING MONEY Shall Be Entitled To Withhold Any Amount Accrued To You Pursuant To This Agreement Including Any Seller Proceeds. SHOPPING MONEY Shall Also Be Entitled To Off-set Or Withhold Remittances Of An Amount Which In Its Reasonable Estimation Is Required To Safeguard Its Interests Or In Ply With Statutory Directions / Instructions Or To Cover Losses, Damages, Liabilities, Penalties Or Claims And For Such Purpose You Hereby Authorize SHOPPING MONEY To Give Instructions To The Nodal Bank To Release The Corresponding Payments To SHOPPING MONEY Or To Any Relevant Third Party.
THE WEBSITE, SELLER PANEL AND THE SERVICES INCLUDING THIRD PARTY SERVICES, ALL CONTENT, FUNCTIONS, SOFTWARE, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED ON "AS-IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, SHOPPING MONEY MAKES NO WARRANTY THAT (I) THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR REQUIREMENTS OR YOUR USE OF THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS OR DEFECTS IN THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHOPPING MONEY, THE THIRD PARTY SERVICE PROVIDERS OR THROUGH THE WEBSITE
7. SUSPENSION AND TERMINATION
7.1 This Agreement May Be Terminated:
(i) By SHOPPING MONEY, With Immediate Effect, If You Are In Breach Of Any Of Its Terms And/or Any Of The SHOPPING MONEY Policies, Provided That, Instead Of Terminating This Agreement, SHOPPING MONEY May, At Its Discretion, Delist Or Disable Your Listings From The Website And/or Temporarily Or Permanently Disable Your Access To Seller Panel And/or User ID;
(ii) By SHOPPING MONEY, Without Any Reason, By Giving You A Prior Written Notice Of Seven (7) Days;
iii) By Seller, With 30 (thirty) Days Prior Written Notice To SHOPPING MONEY (to Its Grievance Officer), Unless Specifically Stated To The Contrary In This Agreement; Or
(iv) By SHOPPING MONEY, 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.
7.2 SHOPPING MONEY 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.
8. CONSEQUENCES OF TERMINATION
8.1 On Termination Of This Agreement:
8.1.1 SHOPPING MONEY 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
8.1.2 You Shall Return To SHOPPING MONEY All The Confidential Information Of SHOPPING MONEY And All Other Properties And Materials Belonging To SHOPPING MONEY. Where The Confidential Information Cannot Be Returned In Material Form, You Shall Destroy All Of SHOPPING MONEY‟s Confidential Information And Shall Provide SHOPPING MONEY With A Certificate Of Destruction With Respect To The Same.
8.2 A Seller, Whose Arrangement Under This Agreement Has Been Terminated By SHOPPING MONEY 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 SHOPPING MONEY, In Its Discretion, Permits Such Re-registration.
8.3 On The Termination Of The Agreement, You Will Be Entitled To Only The Seller Proceeds Which Have Been E Due To You On Account Of Any Purchase Of The Products, Made Through The Website, Prior To The Date Of Termination Of This Agreement. SHOPPING MONEY Shall Be Entitled To Adjust And Off-set Any Monies, Due From You To SHOPPING MONEY Till The Date Of Termination, From The Seller Proceeds Payable To You On Termination.
8.4 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.
8.5 On The Termination Of The Agreement, You Will Immediately Collect And Remove All Stocks Of Products That You May Have Placed In SHOPPING MONEY‟s Fulfillment Centre (if Any). SHOPPING MONEY Shall Not Be Liable For The Return Of Any Products Stored In The Fulfillment Centre, Or The Maintenance And Continued Storage Of Any Products That Are Not Removed From The Fulfillment Centre Within 5 Days From The Date Of Termination As Mentioned Above.
8.6 Termination Of This Agreement Or Suspension Of Any Rights Of Seller Under This Agreement Shall Not Relive Seller Of Its Duties And Obligations Towards The Buyer After The Buyer Has Purchased The Product Listed By Seller On The Website.
9.1 SHOPPING MONEY May Amend The Terms And Conditions Of This Agreement Including The In Commercial Term Segment And The SHOPPING MONEY 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.
9.2 YOUR USE OF WEBSITE IN YOUR CAPACITY AS SELLER OR YOUR USE OF SELLER PANEL AFTER ANY MODIFICATION, AMENDMENT OR REVISION BEING SO NOTIFIED SHLL BE DEEMED AS YOUR ACCEPTANCE TO SUCH MODIFICATION, AMENDMENT OR REVISION.