TERMS AND CONDITIONS: SELLER AGREEMENT
This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the 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 or digital signatures to make the terms of this policy binding.
PLEASE READ THE TERMS AND CONDITIONS THOROUGHLY AND CAREFULLY.
A. Acceptance of Terms
The terms and conditions set forth below (“Seller Agreement”) constitute a legally-binding agreement between Roundpay (“Shopy Mantra ”) (“we”, “our” or “us”), and Sellers (as defined hereunder) (“You” or “Your”). These Agreement contain provisions that define your limits, legal rights and obligations with respect to your participation in (i) the Shopy Mantra website, including the classified advertisements, forums, various email functions and Internet links, and all content and Shopy Mantra services available through the domain and sub-domains of Shopy Mantra located at www.shopymantra.com (collectively referred to herein as the “Website”), and (ii) the online transactions with respect to purchasing goods between those users of the Website who are offering services (each, a “Seller”) and those users of the Website who are obtaining services (each, a “Customer”) through the Website (such services, collectively, the “Services”). The Agreement described below apply to Sellers, who are contributors of content, information, private and public messages, advertisements, and other materials or Services on the Website. The Website is currently owned and operated by Roundpay, having its registered address at 105/99 Fahimabad Chaman Ganj, Kanpur. You acknowledge that the Website serves as a platform for agreeing upon Services between Sellers and Customers, and, by using, visiting, registering for, and/or otherwise participating in this Website, including the Services presented, promoted, and displayed on the Website, and by clicking on “I have read and agree to the Agreement,” you hereby certify that: (1) you are a Seller, (2) you have the authority to enter into these Agreement, (3) you authorize the transfer of payment for Services requested through the use of the Website, and (4) you agree to be bound by all terms and conditions of these Agreement and any other documents incorporated by reference herein. If you do not so agree to the foregoing, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Website. If you do not agree to any of the provisions set forth in the Agreement, kindly discontinue viewing or participating in this Website immediately. Once you accept these Agreement, we will email you with a copy of these Agreement for your reference, with a copy to us. In case of any future change is Agreement, you will keep you informed by sending you emails and asking you to accept he amended terms. You are also advised to follow our Agreement modification policy, as stated below in sub-clause 1. All references to “You” or “Your”, as applicable, mean the person that accesses, uses, and/or participates in the Website in any manner. If you use the Website or open an Account (as defined below) on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of the Agreement will be deemed an acceptance by that business and “You” and “Your” herein shall refer to that business.
1. MODIFICATIONS TO AGREEMENT
Shopy Mantra reserves the right, in its sole discretion, to change, modify, or otherwise amend the Agreement, and any other documents incorporated by reference herein for complying with legal and regulatory framework and for other legitimate business purposes, at any time, and Shopy Mantra will post notice of the changes and the amended Agreement at the domain of www.shopymantra.com/sellers-terms. It is your responsibility to review the Agreement for any changes and you are encouraged to check the Agreement frequently. Your use of the Website following any amendment of the Agreement will signify your assent to and acceptance of any revised Agreement. If you do not agree to abide by these or any future Agreement, please do not use or access the Website.
B. Membership and Accessibility
1. LICENSE TO ACCESS
Shopy Mantra hereby grants you a non-exclusive, revocable license to use the Website as set forth in the Agreement; provided, however, that (i) you will not copy, distribute, or make derivative works of the Website in any medium without Shopy Mantra ’s prior written consent; (ii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purposes; and (iii) you will otherwise act in accordance with the terms and conditions of the Agreement and in accordance with all applicable laws.
2. MEMBERSHIP ELIGIBILITY CRITERIA
Use of the Website is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. You represent, acknowledge and agree that you are at least 18 years of age, and that: (a) all registration information that you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) your use of the Website and Services offered through this Website do not violate any applicable law or regulation. Your Account (defined below) may be terminated without warning if we at our discretion, believe that you are under the age of 18 or that you are not complying with any applicable laws, rules or regulations. You need not register with Shopy Mantra to simply visit and view the Website and service catalogue available there, but to access and participate in certain features of the Website, you will need to create a password-protected account (“Account”). To create an account, you must submit your name and email address through the account registration page on the Website and create a password. You will also have the ability to provide additional information, which is required to register for an account and be helpful to Shopy Mantra in providing you with a more customized experience when using the Website. You may also register for an Account using your existing Facebook or Google+ account and log-in credentials (your “Third-Party Site Password”). You are solely responsible for safeguarding your Shopy Mantra password and, if applicable, your Third-Party Site Password (collectively, “Passwords”) at all times and shall keep your Passwords secure at all times. You shall be solely responsible for all activity that occurs on your Account and you shall notify Shopy Mantra immediately of any breach of security or any unauthorized use of your Account. Similarly, you shall never use another’s Account without Shopy Mantra ’s permission. You agree that you will not misrepresent yourself or represent yourself as another user of the Website and/or the Services offered through the Website. You hereby expressly acknowledge and agree that you yourself and not Shopy Mantra will be liable for your losses, damages etc. (whether direct or indirect) caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Shopy Mantra or others due to such unauthorized use. An Account holder is sometimes referred to herein as a “Registered Seller”. You acknowledge and agree that you shall comply with the following policies (the “Account Policies”): • You will not copy or distribute any part of the Website in any medium without Shopy Mantra ’s prior written authorization. • You will not alter or modify any part of the Website other than the content submitted by you. • You will provide true, accurate, current and complete information when creating your Account and you shall maintain and update such information during the term of this Agreement so that it will remain accurate, true, current and complete. • You shall not in any manual or automated manner collect other Sellers or Customers information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise misuse or misappropriate Website information or content, including but not limited to, use on a “mirrored”, competitive, or third party site.
C. Member Conduct
1. PROHIBITIONS ON SUBMITTED CONTENT
You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Website, including your profile (“Profile”), the posting of your Service (“Offer”), the posting of your desired Service (“Want”), or the posting of any opinions or reviews in connection with the Website, the Service, the Seller, or the Customer (“Feedback”) (all of the foregoing content is sometimes collectively referred to herein as “Submitted Content” and the posting of Submitted Content is sometimes referred to as a “Posting” or as “Postings”) that: • misrepresents the source of anything you post, including impersonation of another individual or entity or any false or inaccurate biographical information for any Sellers; provides or create links to external sites that violate the Agreement; is intended to harm or exploit any individual under the age of 18 (“Minor”) in any way; is designed to solicit, or collect personally identifiable information of any Minor, including, but not limited to, name, email address, home address, phone number, or the name of his or her school; • invades anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as names, email addresses, phone numbers, passwords, account information, credit card numbers, home addresses, or other contact information without their knowledge and willing consent; • contains falsehoods or misrepresentations that could damage Shopy Mantra or any third party; • is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate; • is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Shopy Mantra all of the license rights granted herein; • contains or promotes an illegal or unauthorized copy of another person's copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacture installed copy-protection devices, or any other item the copy, display, use, performance, or distribution of which infringes on another's copyright, intellectual property right, or any other proprietary right; • is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so; • intends to harm or disrupt another user’s computer or would allow others to illegally access software or bypass security on websites or servers, including but not limited, to spamming; impersonates, uses the identity of, or attempts to impersonate a Shopy Mantra employee, agent, manager, host, another user, or any other person though any means; • advertises or solicits a business not related to or appropriate for the Website (as determined by Shopy Mantra in its sole discretion); • contains or could be considered “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “affiliate marketing”, or unsolicited commercial advertisement; • contains advertising for ponzi schemes, discount cards, credit counselling, online surveys or online contests; • contains identical content to other open Postings you have already posted; or uses any form of automated device or computer program that enables the submission of Postings without the express written consent of Shopy Mantra . 2. NO DISCRIMINATION (i). Discriminatory Postings. Indian laws prohibit any preference, limitation or discrimination based on race, color, religion, sex, national origin, age, handicap or other protected class. Shopy Mantra will not knowingly accept any Posting which is in violation of the law. Shopy Mantra has the right, in its sole discretion and without prior notice to you; to immediately remove any posting that discriminates or is any way in violation of any law. (ii). Prohibitions with respect to services While using the Website, you shall not: • post content or items in any inappropriate category or areas on the Website; • violate any laws, third-party rights, Account Policies, or any provision of the Agreement, such as the prohibitions described above; • fail to perform Services purchased from you, unless the Customer fails to materially meet the terms of the mutually agreed upon agreement for the Services, refuses to pay, a clear typographical error is made, or you cannot authenticate the Customer’s identity; manipulate the price of any Service or interfere with other users’ Postings; • circumvent or manipulate our fee structure, the billing process, or fees owed to Shopy Mantra ; post false, inaccurate, misleading, defamatory, or libelous content (including personal information about any Website user); • take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information off of the Website or using it for purposes unrelated to the Website);
D. Rules for Sellers
1. PROFILES AND OFFERS MUST NOT BE FRAUDULENT
Subject to any exceptions set forth in these Agreement or Additional Policies, if any, Sellers shall not: (a) list Services or offers relating to any Service in a category that is inappropriate to the Service they are offering; (b) misrepresent the location at which they will provide a Service; (c) include brand names or other inappropriate keywords in their Profile, Offer, Want, Feedback, or any other title or description relating to a Service; (d) use misleading titles that do not accurately describe the Service; or (e) include any information in their Profile that is fraudulent.
2. PROFILES AND OFFERS CANNOT USE TECHNIQUES TO AVOID OR CIRCUMVENT ShopyMantra FEES
Subject to any exceptions set forth in these Agreement or Additional Policies, if any, Sellers shall not: (a) offer a catalogue or a link to a third-party website from which Customers or any Registered User or user of the Website may obtain the Service directly; (b) exceed multiple Posting limits; (c) post a single Service but offer additional identical services in the Service description; (d) charge fees for traveling further than desired to provide the Service; (e) offer the opportunity through Shopy Mantra to purchase the Service or any other service outside of Shopy Mantra ; (f) use their Profile page or user name to promote services not offered on or through the Website and/or prohibited services. In case we realize that any professional is involved in any of the above activities, Shopy Mantra holds the sole discretion to blacklist the professional and withhold any outstanding credits or payments to the professional.
3. OBLIGATIONS OF THE SELLER ON MALPRACTICE
Obligation of the Seller on malpractice is given in our Malpractice Policy.
4. ADDITIONAL RULES
Invoicing, Shipping & Product Liabilities: Please note that we are a marketplace platform and provide marketplace Products to you. We help Buyers and Sellers connect whereby as Sellers you are selling to customers via our platform and we are charging commission for Products associated with it. Therefore invoicing and shipping to customer is your responsibility. Also any taxation related to sale of your products (GST) is your responsibility. Also liabilities arising from the use, consumption and/or interaction with your products is solely yours and we will not be responsible for any loss or damage due to your products. Upon identifying or being notified by any person or by law enforcement agency that Seller has violated any law in the performance of the Transaction, the Company may immediately suspend seller’s Registration, notify law enforcement or any other authority including banks for appropriate action or act in any other way to cooperate with authorities or protect its interests. The Seller will be responsible for paying logistics charges or the logistics charges shall be paid by us. The Company reserves the right to set minimum and maximum transaction limits on the Website as it may determine for the safety of its Users. Single Listing: You will only make one listing for each single item that is offered for sale by you on the Website. If you propose to sell more than one identical item you will make a separate listing for each of them and if all listings result in successful sale you must be in a position to fulfil all such orders. All listed items must be listed in an appropriate category on the Website. Each listing must contain only one specific item for sale and no choices whatsoever (such as colour, size etc.) shall be provided to the buyer. All listed items must be kept in stock for successful fulfilment of sales. No listing can contain a disclaimer that suggests that a sale will be completed or order will be confirmed only if the item is available with the User who is listing the item. You agree that you shall not list an item if you are not in a position to deliver it immediately. You shall not make any listing in the nature of ‘wanted advertisements’ that do not offer to sell an item but invites Users to make an offer to you for sale of any item. You will also not make any offer, either online or offline, or by making another listing on a different website, to sell an item once you have made a listing with respect to such an item on the Website. You will not make a listing on the Website with respect to an item which is subject to an existing online or offline offer which can be validly accepted, including listing on the Website or other websites. In no circumstances will you attempt to divert any User through your listing to any other webpage or provide him any information in order to conduct any transaction outside of the Website. The Company will be required to remove a listing only upon it being reported to be prohibited or restricted or violative of applicable law or terms of the User Agreement. The Company is not deemed to have any knowledge of such prohibitive, restricted or violative listing until it has been reported to the Company. Upon receiving such reporting the Company will take best efforts to remove such listing at its sole discretion (but will not be liable to do so), within 7 days of receiving such reporting. Appropriate Description in Listing: You shall be responsible for providing information relating to the items offered to be sold by you on the Website. You undertake that all such information at all times shall be accurate and complete in all respects. The listing description of the item must not be misleading in any manner whatsoever and must describe the actual condition of the item. You shall not exaggerate or over emphasize the attributes of any items you propose to sell on the Website so as to mislead other Users in any manner. If the item description does not match the actual condition of the item, you agree to refund any amounts that you may have received from the buyer. You agree not to use misleading titles for listing and not provide misleading or inadequate information about the location of any listed item. If for any reason you are unable to deliver to any specific location, destination or country, you must clearly mention the same on the listing. You shall not use unrelated keywords, or brand names (even if such use does not lead to any intellectual property right violation), or text unrelated to the item on offer for sale in your listing. You shall not provide any information such as a catalogue of your items in your listing or on the items or packaging thereof which will enable a buyer to contact you outside the Website to buy such item directly from you instead of buying it from the listing on the Website. You shall not solicit Users to send you payments by any method not approved or provided for on the Website by the Company. Any image used in the listing must be of the actual item proposed to be sold on the listing and shall not copy images from other listings available on the Website. You cannot disclaim any liability including liability with respect to authenticity, merchantability of items that you offer to sell on the Website. You shall not endorse any item other than that being listed by you anywhere in the Website. You agree not to provide any description in any listing made by you in any manner that suggests you are in any way connected to, or are representing or selling on behalf of a manufacturer or producer of the item unless you are the manufacturer or producer, or you have obtained a written permission or entered into an agreement with such manufacturer or producer under which you are entitled to represent as such. Any free or bonus item promised in a listing for promotional purposes must be delivered together with the main item being offered through the listing. All provisions of the User Agreement including the rules and policies made there under that apply to the main item will apply mutatis mutandis to the free or bonus item as well to the extent it may be applicable. Categories: If the Website provides for categories of items, then the User must take adequate care to list items in the appropriate category. Failure to do so may result is cancellation of listing. Method of Payment: At the time of listing, of the various modes of payment provided by the Company on the Website, you shall also choose the modes of payment which are acceptable to you and the buyer will have the option to pay the Transaction Price only by the modes of payment selected by you. If you fail to choose your preferred modes of payment, the Buyer will have the option to pay the Transaction Price by any mode of payment provided on the Website. Clean Sale: You represent and confirm that you shall be the sole and exclusive legal owner of all items of any description that you propose to offer for sale on the Website. You shall have absolute right free of any encumbrance, lien, hypothecation, mortgage, charge, and adequate title and authority to deal in and offer for sale such items as may be listed by you on the Website. If it comes to your knowledge that any Transaction or attempted Transaction relating to any item listed on the Website is violated of this clause or this User Agreement or applicable laws, you shall take all steps to inform the Company of the same forthwith. Unfair Consumer Practice: You will not engage in any unfair consumer practice or any such practices that are forbidden under applicable laws, including but not restricted to the Consumer Protection Act, 1986. Feedback: Buyers of items on the Website are entitled to write reviews and rate the items as well as the seller on the Website. As a seller, you accept that such reviews and rating may be adverse to your business, economic and other interests including reputation. You hereby relinquish any right you may have to take legal or any other action against persons who have provided such reviews/ ratings or against the Company or the Website for any loss of business, reputation or any other loss arising out of such reviews or ratings provided by buyers and other Users in consideration of being allowed to participate in the website for the purpose of selling your items. Refusal to sell: Once any User confirms a purchase in response to a listing made by you by making requisite payment through Payment on Billing, the sale is considered complete and all property and title in the listed item passes on to the buyer. You cannot refuse to sell the item, or refuse to accept payment or fail to deliver the item after the payment has been successfully made and the Transaction is confirmed. In case of sale of item wherein the buyer has opted for Payment on Delivery as a payment method, the sale is considered complete and all property and title in the listed item passes on to the buyer only after payment of the Transaction Price and upon Delivery. The Company reserves the right to issue a warning, temporarily /indefinitely suspend or terminate your membership of the Website and refuse to provide you with access to the Website in case of refusal to sell. Buyer satisfaction: You hereby accept the obligation to ensure high level of buyer satisfaction. If you receive more than 10% negative reviews or feedback from Users who have bought items listed by you, you will be considered to have failed to comply with this obligation. In such case, the Company may at its sole discretion cancel your listing, place limits on availability of Products and facilities, suspend your account, demand a security deposit for future listings or continue your listings, impose higher fees and additional charges for permitting you to continue using the Website for listing and selling items. You may communicate with a buyer after a confirmed sale has taken place and directly resolve any complaint or dispute that such buyer may have. Ending of Listing: You understand and agree that the Company at its sole discretion may end any listing at any point of time without any notice and also in case where any listing does not result in a successful transaction within 30 days of listing. However, the Company may choose not to remove any such listing and extend the period of listing for such time as it thinks fit. A listing will naturally end if it results in a confirmed Transaction.
E. Performance of Services
In case, the Customer is unsatisfied with the Services provided by you for which the Customer has paid for, our personel will do the necessary inspection. In furtherance to the inspection, if it is found that the Services delivered by the provider is not up to the standard, you will have to perform those Services to Customer once again or refund the amount as to them as decided by us. We shall have all rights to take the decisions regarding the quality of Service and amount to be refunded to Customer, and you shall not dispute or argue in any case. You shall solely be responsible for any losses/damages claimed by the Customer, in furtherance to the Service provided to the Customer. You shall represent our brand while attending the Customers assigned by us. You shall by no means poach Customers provided to you by us. We are just a technology enabler and provides the necessary platform to sell your goods. We shall provide a platform on the Website where you can post the content, view online any time on Services sold, payment due or all other reports relating to the Services. You ensures that you have no criminal history and no criminal proceeding is pending against you. Within 10 days of execution of this Agreement, you shall submit an address verification document to us. If you fails to submit the required documents, your listing on the Website shall be cancelled. Services and deliverables to be provided hereunder shall be provided within the time schedule as agreed by us and you with the Customers under the terms and conditions of this Agreement.
F. Use of Submitted Content
1. NO CONFIDENTIALITY
The Website may now or in the future permit the submission of text or other communications submitted by you, including without limitation, your Profile, your Offer, your Wants, any Feedback, and all Submitted Content, and the hosting, sharing, and/or publishing of such Submitted Content. You understand that whether or not such Submitted Content is published, Shopy Mantra does not guarantee any confidentiality with respect to any Submitted Content. You agree that any Submitted Content provided by you for which you authorize to be searchable by Registered Users who have access to the Website is provided on a non-proprietary and non-confidential basis. You agree that Shopy Mantra shall be free to use or disseminate such freely searchable Submitted Content on an unrestricted basis for the purpose of providing the Services. Shopy Mantra may also disclose your information including personal information if Shopy Mantra reasonably believes that disclosure (i) is necessary in order to comply with a legal process (such as a court order, search warrant, etc.) or other legal requirement of any governmental authority, (ii) would potentially mitigate Shopy Mantra ’s liability in an actual or potential lawsuit, (iii) is otherwise necessary or appropriate to protect our rights or property, or the rights or property of any person or entity, (iv) to enforce this Agreement, or (v) as may be required or necessary to deter illegal behavior (including, but not limited to, fraud). 2. YOUR REPRESENTATIONS AND WARRANTIES You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing it. In connection with Submitted Content, you affirm, represent, and/or warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Shopy Mantra to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Agreement; and (b) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Agreement. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you to or through the Website. 3. YOUR OWNERSHIP RIGHTS AND LICENSE TO ShopyMantra You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted Content to Shopy Mantra for posting on the Website, you hereby grant, and you represent and warrant that you have the right to grant, to Shopy Mantra a perpetual, worldwide, non-exclusive, royalty-free, sublicense able and transferable license to link to, use, reproduce, distribute, reformat, translate, prepare derivative works of, display, and perform the Submitted Content in connection with the Website and Shopy Mantra ’s (and its successor’s) business operations, including without limitation, for the promotion and redistribution of any part or all of the Website, and any derivative works thereof, in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access your Submitted Content through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such Submitted Content as permitted through the functionality of the Website and under these Agreement. The foregoing license granted by you terminates once you remove or delete the Submitted Content from the Website. You acknowledge and understand that the technical processing and transmission of the Website, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You may remove your Submitted Content from the Website at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire. 4. ShopyMantra’S DISCLAIMERS AND RIGHT TO REMOVE Shopy Mantra does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and Shopy Mantra expressly disclaims any and all liability in connection with all Submitted Content. Shopy Mantra does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and Shopy Mantra will remove any Data or Submitted Content if properly notified, pursuant to the “take down” notification procedure described in Section J below, that such Posting or Submitted Content infringes on another’s intellectual property rights. Shopy Mantra reserves the right to remove any Data or Submitted Content without prior notice. Shopy Mantra will also terminate your access to the Website, if you are determined to be a repeat infringer. A repeat infringer is a Website user who has been notified of infringing activity more than twice and/ or has had Submitted Content removed from the Website more than twice. Shopy Mantra also reserves the right, in its sole and absolute discretion, to decide whether any Data or Submitted Content is appropriate and complies with these Agreement for all violations, in addition to copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material, or excessive length. Shopy Mantra may remove such Submitted Content and/or terminate your access for uploading such material in violation of these Agreement at any time, without prior notice and in its sole discretion.
G. Purchase and Delivery of the Product
- Seller shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller Panel. Seller shall also be required to provide all Catalogue details along with the MRP and List Price and confirms and acknowledges that such Catalogue details shall be in compliance of all applicable laws including but not limited to the Legal Metrology Act.
- Seller represent that Seller shall provide accurate Product information on the Seller Panel/Platform. 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 Platform, Seller agrees to refund any amounts that Seller may have received from the Buyer.
- Seller 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 Platform. Shopy Mantra shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Platform due to any negligence / default on the part of Seller to provide updated and accurate Product information. Seller shall be required to retain an adequate inventory of the Products listed on the Platform, for successful fulfillment of orders.
- Seller shall not attempt to sell any products falling in the category of product prohibited for sale in India under any law for the time being in force. However Shopy Mantra may from time to time as may be applicable provide for any product not allowed to be sold through Shopy Mantra Platform in addition to the category of product prohibited for sale in India under any law for the time being in force. Shopy Mantra 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 Platform and/or terminate this Agreement forthwith.
- When a Buyer elects to purchase a Product through the Platform, Shopy Mantra shall receive the order for the Product on behalf of the Seller only in the capacity of an online marketplace. Seller understands, agrees and acknowledges that Shopy Mantra is an intermediary which facilitates the online transaction of sale of Products between the Seller and Buyer and that there is privacy of contract between the Buyer and Shopy Mantra ; Shopy Mantra shall be a bipartite transaction between the Seller and Buyer and Shopy Mantra shall not be a party to the same.
- For all orders placed on the Platform, payments shall be collected by Shopy Mantra on behalf of the Seller, in the mode (i.e., payment gateway or cash on delivery) as opted for by the Buyers. Seller hereby authorize Shopy Mantra to process, facilitate, collect and remit payments to Seller, (collected either electronically or through cash on delivery), from the Buyers in respect of sale of the Products through the Platform. Seller also agrees and acknowledges that the payment facility provided by Shopy Mantra 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 infrastructure and credit card payment gateway networks or payment through cash on delivery, for the transactions through the Platform. Further, by providing the payment facility, Shopy Mantra is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Platform.
- On the Buyer making the payment of the Selling Price through the payment gateway provided on the Platform or opting for cash on delivery, Seller will be intimated of the same through the Seller Panel.
- Shopy Mantra shall provide the necessary backend infrastructure for capturing the Buyer/order details placed on Seller. Orders placed by the Buyer will be forwarded to Seller/reflected in the Seller Panel. Seller shall package the Product(s) in accordance with the packaging guidelines issued by Shopy Mantra from time to time and dispatch the Product(s) to the Buyer.
- Seller shall ensure that the purchased Product is dispatched to the Buyer, within Shipment SLA, 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. Seller shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. Seller shall be responsible to update the Seller Panel to reflect this development.
- Seller shall keep Shopy Mantra informed promptly on any information that shall impact the delivery of a Product to the Buyer.
H. Non-Delivery or Return of Products
- Non delivery/return of the Product due to fault of the Seller Where the Product has not been delivered/ has been returned due to any reason/fault attributable to Seller, then Shopy Mantra shall refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and Seller shall be liable to pay Shopy Mantra and Shopy Mantra shall be entitled to recover from Seller - Shopy Mantra Marketplace Fees, Courier Charges, Payment Collection Fees, Fulfillment Charges (if applicable) and Seller Proceeds (where Shopy Mantra has remitted the Seller Proceeds to the Seller)
- Non delivery/return of the Product due to any other reason Where the Product has not been delivered/ has been returned due to any reason which is not attributable to the Seller, then Shopy Mantra 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. Upon confirmation of return of Product back to Seller in appropriate condition, Shopy Mantra is entitled to recover any proceeds paid to Seller for that Product.
- Parties agree and acknowledge that Shopy Mantra shall be entitled to recover/adjust any outstanding amount due and payable by Seller to Shopy Mantra under this Agreement from any Seller Proceeds payable to Seller and Seller undertake not to object to such recovery/adjustment.
- In the event of any default by Seller to deliver the Product to the Courier Partners (and therefore to the Buyer) on time or at all, Seller shall immediately update the Seller Panel / send an email to Shopy Mantra informing of such non-delivery and the reasons thereof, immediately on the occurrence of such event. In such events, Shopy Mantra at its discretion might cancel such orders and mark them under Seller cancellation.
- Seller 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.
- The Seller hereby agrees and acknowledges that it shall be liable to pay 50% of the Shopy Mantra Fees due towards Shopy Mantra if the Seller cancels the order within the Shipment SLA and shall be liable to pay 100% Shopy Mantra Fees due towards Shopy Mantra if the Seller cancels the order after Shipment SLA and Shopy Mantra shall be entitled to recover the same from the Seller.
I. PAYMENT AND PRICING TERMS
By registering for or using the Services, you authorize Shopy Mantra to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions (as defined below), receiving and holding Sales Proceeds (as defined below) on your behalf, remitting Sales Proceeds to your bank account, and paying Shopy Mantra and its affiliates amounts you owe in accordance with this Agreement and the Seller Agreement or other agreements you may have with Shopy Mantra or its affiliates (collectively, the “Transaction Processing Service”). “Sales Proceeds” means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, but excluding any taxes separately stated and charged. “Your Transaction” means any sale of your items through the Site.
- The Transaction Processing Service facilitates the purchase of Seller items listed on the Site. Sales Proceeds are credited to a registered Seller’s Payment Account (as defined below), and funds are periodically transferred to the Seller’s designated bank account (“Seller’s Account”). When a Buyer instructs us to pay you, you agree that the Buyer authorizes and orders us to commit the Buyer’s payment to you (less any applicable fees or other amounts we may collect). You agree that Buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. Our obligation to remit funds received by us on your behalf is limited to funds that we have actually received less amounts owed to Shopy Mantra , subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement.
- The Transaction Processing Service is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance. We can initiate credits to Seller's Account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Participation Agreement, a "Business Day" is a Monday through Friday, excluding federal banking holidays. We will inform you of each completed transaction using our standard procedures. In addition, you can access your Transaction Processing Service transaction information online in your Payment Account.
- You may provide refunds or adjustments to Buyers for Your Transactions through the Transaction Processing Service using functionality enabled for your account. d. Transfers to the Seller’s Account will generally be credited within Five Business Days of the date we initiate the transfer. On occasion, we may send Seller a paper cheque instead of an electronic credit to Seller’s Account. We will do so, for instance, if Seller’s bank will not accept an electronic credit to Seller’s Account.
- As a security measure, we or our affiliates may, but are not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. Neither we nor our affiliates will be liable to Seller: (i) if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us or our affiliates for a security reason, or (ii) if we or our affiliates permit a Buyer to withdraw from a transaction because the Transaction Processing Service is unavailable following the commencement of a transaction.
- If we or our affiliates reasonably conclude based on information available to us or our affiliates that Seller’s actions and/or performance in connection with the Services may result in Buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Agreement until the completion of any investigation(s) regarding any Seller actions and/or performance in connection with the Seller Agreement. We will not be liable to Seller if we act in accordance with the provisions of this Agreement.
- All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by us or Shopy Mantra . We will send notices to Seller at the e-mail address maintained in our records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. Seller will send notices to us using the functionality for contacting Shopy Mantra provided in our Help pages.
- We may refuse service to anyone for any reason. We will bear the risk of credit card fraud (i.e., fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, and Seller will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any of Seller’s products that are not fulfilled strictly in accordance with the order information and shipping information that we provide you.
- Sales Proceeds will be held in an account with Shopy Mantra (a “Payment Account”) and will represent an unsecured claim against Shopy Mantra . Prior to disbursing funds to you, we may combine Sales Proceeds held with the funds of other users of the Services, invest them , or use them for other purposes permitted by applicable laws. Shopy Mantra Payment Cycle for Sellers
Seller’s payments shall be remitted back to the Seller in different cycles which is outlined in the table below. Seller is responsible for all bank charges and other costs incurred on account of inaccurate information provided by the Seller
Products delivered to Buyer between Payment Date 1st to 7th Day of every month 8th Day of every month 8th to 15th Day of every month 16th Day of every month 16th to 23rd Day of every month 24th Day of every month 24th to end of every month 1st Day of next month Shopy Mantra Ratecard Details
Shopy Mantra trusts in standard marketing fees structure for sellers. Seller shall pay a small commission to Shopy Mantra for marketing and selling the products on Shopy Mantra marketplace. The fee structure varies between categories. The fee structure is detailed out below. There are no hidden costs.
The detailed fee structure is highlighted in the table below. The percentage shown in the table is deducted from the sale price. The percentage in the table below does not include 3% of payment gateway charges.
S. No Category Sub-category Marketplace Commission (in %)
- Appliances All subcategories 10 %
- Automobiles All Accessories 10 %
- Baby Care All subcategories 6 %
- Beauty & Personal Care All subcategories 12%
- Books All subcategories 10 %
- Cameras &Accessories All other subcategories 5 %
- Kids Toys All other subcategories 8 %
- Mobiles & Tablets Mobiles & Tablets 5 %
- Mobiles & Tablets Mobile Accessories – Electronics (including Memory Cards) 10 %
- Mobiles & Tablets Mobile Accessories – Electronics (including Memory Cards) 10 %
- Mobiles & Tablets Selfie stick 18 % Pen drive USB Flash drive 12 %
- TVs All subcategories 5 %
- Clock & Watches All subcategories 15 %
- Bags &Luggage All subcategories 12 %
- Eyewear All subcategories 20 %
- Furniture All subcategories 12 %
- Laptop Laptop 5 %
- Desktop Desktop 6 %
- Gaming Video games 8 %
- Gaming Video games Accessories 9 %
- Health care & Personal care Health care & Personal care 7 %
- A Electronic Small Appliances (toast maker, Iron etc. ) 5 %
- Electronic Large Appliances (Fridge, A.c etc.) 6 %
- Footwear Men / women / kids 12 %
- Grocery & Gourmet Grocery & Gourmet 7 %
- Personalcomputer- components RAM, motherboard etc. 6 %
- Personal computer - Devices Scanner & Printer etc. 6 %
- Laptop bag Laptop bag 12 %
- Laptop battery Laptop battery 10%
- Apparel ( Clothes) Men, Women, Kids 15 %
- Apparel ( Accessories) Inner wear, Sleep wear 15 %
- Hand bags Hand bags 10 %
- Wallet & belts Wallet & belts 15 %
- Fine jewellery Unstudded , Stud 5 %
- Pet food Dog / fish food 10 %
- Pet Accessory Dog / fish Accessory 10 %
- Home Furnishing Cushions, Covers, Blanket, Bedsheet 10 %
Unless you otherwise notifies us in writing, we shall make all payments to the bank account details provided by you through an electronic fund transfer (EFT). Documents required for EFT payments are as follows:
- Scanned Copy of cancelled cheque. In case you do not have a cheque, you can send us the scanned copy of the first page of your passbook. However, the IFSC code and the Bank account number should be clearly mentioned on it.
- Scanned Copy of your PAN card (same name with which you have registered for the Registered Account) Late payments shall attract an interest of 18% per annum from the due date until the date of payment.
J. Force Majeure
We shall not be liable for delayed or interruption in service due to any force majeure event, arising out of any enforceable circumstances and beyond our reach, including but not limited to fire, flood, earthquakes, strikes, unavailability of necessary utilities, black-out, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or natural disaster.
K. Copyright Infringement Take Down Procedure
Shopy Mantra has high regard for intellectual property and expects the same level of standard to be employed by its users. Shopy Mantra may, in appropriate circumstances and at its discretion, terminate the Account or prohibit access to the Website of users who infringe upon the intellectual property rights of others. If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement and/or trademark infringement, please send the following information to us at email@example.com.
- identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to permit Shopy Mantra to locate the material.;
- a written statement that you have a good faith belief that the disputed use is not authorized by the copyright and/or trademark owner, its agent, or the law;
- information reasonably sufficient to permit Shopy Mantra to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
- an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive interest that is allegedly infringed; and
- a statement by you, made under penalty of perjury, that the information in your report is accurate and that you are the owner of the exclusive right or authorized to act on the behalf of the owner of the exclusive right. A statement by you comprised of the foregoing points is referred to herein as the “Notice”.
Only the intellectual property rights owner is permitted to report potentially infringing items through Shopy Mantra 's reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Agreement.
L. Modifications to or Termination of Website
1. MODIFICATION OR CESSATION OF WEBSITE
Shopy Mantra reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice and in its sole discretion. You agree that Shopy Mantra shall not be liable to you or to any third party for any modification, suspension or discontinuance of Shopy Mantra services.
2. TERMINATION BY ShopyMantra
You hereby acknowledge and agree that Shopy Mantra , in its sole and absolute discretion, has the right (but not the obligation) to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Website or otherwise terminate your access to or participation in the use of the Website (or any part thereof), or remove and discard any Submitted Content on the Website (“Termination of Service”), immediately and without notice, for any reason, including without limitation, Account inactivity or if Shopy Mantra believes or has reason to believe that you have violated any provision of the Agreement.
3. TERMINATION BY YOU
You may cancel your use of the Website and/or terminate the Agreement with or without cause at any time by following the link in your Account to Deactivate Account.
M. Intellectual Property Rights
The content on the Website (exclusive of all Submitted Content by Sellers), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Data”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by Shopy Mantra . All Intellectual Property rights in the Services shall vest in the Seller. The Seller grants us the right to post the Services on the Website. We shall have a non-exclusive and non-transferrable right to use the Seller’s Intellectual Property for the purpose of achieving the objectives of this Agreement. After the termination of this Agreement, we shall not be allowed to use any Intellectual Property rights belonging to the Seller and the Seller shall be free to take-down all the contents belonging it, posted on the Website. Our trademarks and trade-names, and other intellectual property rights belonging to us shall lie with us and Seller shall not use our trademarks and trade-names, and other intellectual property rights for its own use, without our permission.
You agree that Shopy Mantra may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, or postings on the Website.
O. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed and construed in accordance with Indian law, without regard to the conflict of laws provision therein. If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability thereof (a “Dispute”), then the parties shall follow the procedure set out in this Clause:
- Either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the Parties shall attempt in good faith to resolve the Dispute.
- If the Parties are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, either Party may refer the Dispute to final resolution by arbitration by a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996. The place for any arbitration shall be Kanpur and the language shall be English. In the event the Parties fail to agree on the sole arbitrator within thirty (30) days from receipt of a request by one Party from the other Party to so agree, the appointment shall be made, upon request of a Party, by the Chief Justice of the High Court or any person or institution designated by him, in accordance to Section 11(5) of the Arbitration and Conciliation Act, 1996.
Except as set forth above, all matters arising out of this Agreement shall be subject to the exclusive jurisdiction of the court in Kanpur and the Parties hereby irrevocably submit to the jurisdiction of these courts.
Each Party undertakes to defend, indemnify and hold harmless the other Party, its subsidiaries, affiliates, agents, officers, employees and assignees on a full indemnity basis, from and against all actions, proceedings claims, demands, costs (including the legal expenses) damages, judgments, decrees, expenses, penalties and liabilities of any kind or nature whatsoever arising directly or indirectly as a result of any breach or non-performance by such Party of any of its undertakings, warranties, representations or obligations under this Agreement. You shall indemnify for all the litigations or law suits arising as a result of failure of you to comply with the obligations of the Seller as par the terms of this Agreement. You shall indemnify us for the delay or inability in performing Services, due to which we had to indemnify the Customer for the loss suffered. You shall indemnify us in an event where we violates any applicable, state and local law or regulation due to fault on the part of you or your Services. This Clause O shall survive any termination or repudiation of this Agreement.
Q. General Information
1. ENTIRE AGREEMENT
The Agreement published by Shopy Mantra on the Website, shall constitute the entire agreement between you and Shopy Mantra concerning the Website. If any provision of the Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect. No waiver of any provision of this these Agreement shall be deemed a further or continuing waiver of such term or any other term, and Shopy Mantra ’s failure to assert any right or provision under these Agreement shall not constitute a waiver of such right or provision.
2. STATUTE OF LIMITATIONS
You agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
3. SECTION HEADINGS
The section headings in the Agreement are for convenience only and have no legal or contractual effect.