You acknowledge and agree that by registering for or using the Seller Portal and/or the Vana Sutra (OPC) Private Limited company which is engaged in providing an online marketplace platform on the web-address: https://www.vanasutras.com as well as its mobile app (hereinafter collectively referred to as ‘Platforms’) to facilitate e-commerce w.r.t to sale of products of third parties, you, as a Seller, expressly agree to be bound by the following terms and conditions, as may be updated and amended by Vana Sutra from time to time at its sole discretion (“Agreement”). Any amendments to this Agreement shall become effective and binding on the Seller as soon as the amendments have been published the Seller Portal and/or the Vana Sutra portal (as applicable). This Agreement contains the terms and conditions that govern the Seller’s access to, and use of, the platform and is an agreement between the Seller and Vana Sutra.
NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND MUTUAL PROMISES, AND COVENANTS SET FORTH HEREINAFTER, THE PARTIES HERETO ACCEPT AND WITNESSETH AS FOLLOWS:
In order to avoid any differences in prices uploaded by the Vendor on the other platform (excluding the Company platform), price parity on products displayed on the Company’s portal shall be maintained by the Vendor. It is clarified that that the Vendor assures the first party/Company that in case the same products are displayed by the Vendor on other portal/ platform of third-parties in India or elsewhere, price parity shall be maintained by the Vendor in accordance with the prices being showcased on the Company’s Platform.
- Vendor assures the Company that the products are of good quality and safe to use also are as per the quality standards mandated under the applicable laws and regulations and regulated by the appropriate regulatory authorities. The Vendor shall be solely responsible for any liabilities arising out of its products which do not meet the appropriate quality standards and indemnifies and shall keep the Company indemnified of all action, costs, expenses etc. that may arise as a result of supply such sub-standard products.
- Vendor shall ensure that, when the products are being delivered to the customers from the Company Platform, shall not have been expired and minimum a period of 6 months for expiration on such products is remaining from the date of dispatch of the delivery.
3. CONTENTS TO BE PUBLISHED BY VENDOR ON THE PLATFORM:
In compliance with the provisions of the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021, the Vendor assures the Company that it shall not host, display, upload, modify, publish, transmit, store, update or share any information that:
- Belongs to another person and to which the Vendor does not have any right;
- Is defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libelous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to any law in force;
- Is harmful to children;
- Infringes any patent, trademark, copyright or other proprietary rights;
- Violates any law for the time being in force;
- Deceives or misleads the addressees/ end-consumers about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as fact;
- Impersonates another person;
- Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting other nations;
- Contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;
- Is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause injury to any person.
In the event it is brought to the knowledge of the Company that any such information as aforesaid has been hosted, stored or published on its platform, the Company is entitled to remove or disable access to such information and preserve such information and associated records for a duration of at least 180 days for investigation purposes.
The Vendor further agrees that if any such information as aforesaid has been hosted, stored or published on its platform, the Company shall be entitled to provide such information under its control and possession or assistance to the concerned authorities which is lawfully authorized for investigative or protective or cyber security activities, for the purposes of verification of identity or prevention, detection, investigation or prosecution of offences under any law for the time being in force or for any cyber security incidents.
4. COLLECTION OF PAYMENT-BY-PAYMENT GATEWAY AND PAYMENT TO VENDOR:
- The Company will collect the payment for Vendor Products through payment gateway aggregators (“Payment Gateway”) or on its own. Vendor authorizes the Payment Gateway for processing payments, refunds and adjustments for Vendor Transactions, receiving and holding Sale Proceeds on Vendor’s behalf and remitting entire Sales Proceeds to Company’s bank account (collectively, the "Transaction Processing Service").
- Vendor agrees that as a security measure or in compliance with Applicable Law or any reason thereof, Company or the Payment Gateway shall have the right to impose limits or restrictions on the number of transactions carried out on the Company’s Platform. Neither the Company nor Payment Gateway will be liable to Vendor in case of any transaction failure to meet regulatory requirements or due to any technology failure or limitations of technology being used.
- If Vendor or the Payment Gateway reasonably conclude, based on available information that Vendor's actions or performance may result in Buyer/customer disputes, charge backs or other claims, then the Company may, in its sole discretion, delay initiating remittances related to such dispute and withhold corresponding payments that are otherwise due to Vendor until the completion of investigation regarding any Vendor actions or performance without any further liability.
- The Company will remit to Vendor, the Sale Proceeds collected by the Company in respect of Vendor Products delivered to Buyers, every thirty days (or on the next Business Day if the scheduled payment date falls on a non-Business Day) for successful Vendor Transaction held during the preceding thirty days after deducting Company Fees, Charges for shipping services and other amounts covered under clause 8, reversals because of return of Vendor Product, refund to the Buyer and any other amounts due to Company.
- Company reserves the right to withhold the Sales Proceeds or any portion of the Sales Proceeds in a reserve account pertaining to the disputes with Buyers or third parties arising out of any default or defect in services of Vendor or the Vendor Product.
- In case of Return/ Refund due to the fault of Vendor as referred to in clause 8, Company shall be entitled for the amount covered in clauses 8.
- The Parties agree that all payments shall be made subject to deduction of TDS and payment of GST and all other taxes by the appropriate Party as per applicable laws.
5. PROPRIETARY RIGHTS AND LICENSES
- Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brands/ logos/ trademarks of the other Party without being specifically authorized in writing by that other Party.
- Vendor acknowledges that, Company possesses and reserves all right, title and interest in and to the Intellectual Property Rights in the trademarks and any other intellectual property, know-how developed or provided by the Company or its Service Providers during performance of the services under this Agreement (collectively, “Company’s IPR”) and except as may expressly be set forth in this Agreement, no title to or ownership of any of Company’s IPR is transferred or licensed to Vendor or any other Person pursuant to this Agreement.
Vendor product promotion by the company
- Vendor unconditionally permits the Company to use/ reproduce/ display the former’s trademarks and other IPRs on the Company’s Platform as well as other social media platforms (including but not limited to Facebook pages, Instagram pages, twitter handle, among others) of the Company for the limited purpose of promotion of products being sold on the Platform of the Company.
- The Parties further agree that no such promotional material shall be published by the Company without the same being duly approved by the Vendor in writing.
- Any promotional material, as proposed to be published by the Company shall be sent for approval to the Vendor in writing and such material will be required to be approved/ rejected by the Vendor within 7 days from the date of its receipt from the Company. In the event the Vendor rejects the promotional material as forwarded by the Company, it shall provide such modified promotional material that it proposes to be published by the Company on its Platform as well as other social media platforms. However, the Company may choose not to publish such modified promotional material at its discretion.
Usage of the Company Intellectual Property by Vendor
Any of Company’s IPRs expressly provided or made available to Vendor or its Affiliates under this agreement, may be used by Vendor solely for the express purposes described in this Agreement during the Term of this Agreement. For the avoidance of doubt, the Vendor shall not copy, reproduce, modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble, or make derivative works or improvements based on any of Company’s IPRs or use, rent, loan, sublicense, lease, distribute, or attempt to grant others any right to Company’s IPRs; except as may be expressly authorized by this Agreement.
6. SUBSCRIPTION MODEL:
- The services the Company are being provided to the Vendor on a subscription basis wherein different subscriptions plans as expressly provided in Schedule-I of this Agreement are offered to the Vendor to opt from.
- After considering the various subscription plans offered by the Company, the Vendor has chosen to opt for the plan more specifically detailed in Schedule-II to this agreement.
- The vendor shall deliver the products that have been ordered by the customers on the company’s portal which shall be dispatched within 2 days from the date of order. Vendor shall send the deliveries only in proper packed tamperproof envelopes (which shall be provided by the Company as per the schedule selected by the Vendor).
- The Company shall designate, in advance, a Shipping partner dedicated to handle the pickup and delivery of the goods, returns, payments and any other communication related to the orders. The shipping partner shall pick up the order from the warehouse of the vendor and the vendor shall ensure that order placed should be kept ready and packed for the immediate pick-up by the shipping partner. However, the company shall only bear charges for the pickup and delivery of the product for the first time of the products ordered and in case the products are returned/ sent for replacement by the customers, the Vendor shall be liable to pay the Company handling/transportation charges for return and resending of the products to the end customer and a 5% of the total value of the products order by customer on websites (the first order placed by the customers) shall be deducted by the Company. The 5% of the total amount (fixed fee) deduction is for the collaboration done, manpower used and the efforts made by the Company. The Company shall co-ordinate with the customer returning those goods also the Vendor shall be liable to pay for the charges incurred by the Company for the pickup and delivery of such goods.
- All merchandise/products once showcased online by the Vendor shall be deemed to be in stock of the Vendor by the Company and the same shall continue to be showcased by the Company unless advance intimation of unavailability of stock is given by the Vendor to the Company in writing. In the event of failure of the Vendor to intimate the Company as aforesaid, all liabilities arising out of any orders for such out-of-stock merchandise/ products placed by the customer shall be borne by the Vendor alone.
- If any, customer purchasing the products returns or send the product for replacement for any reason, the Vendor shall solely be liable to pay the transportation fees borne by the Company for such refund/replacement and collecting and delivery of such goods. In case of damaged goods, or any other reason due to which the merchandise/products are considered not acceptable/saleable, the Company shall co-ordinate with the customer returning those goods and as specified earlier herein the Vendor shall be liable to pay for the charges incurred by the Company for the pickup and delivery of such goods.
- In the event of replacement, the Vendor shall provide another piece of the products sent for replacement within seven (7) days of such issue of replacement by the customer to the Company and the company shall ensure such replaced product is delivered to the customer within 7 days from the date of receipt of the product from the Vendor. In the failure of delivery within stipulated time by the Vendor, the company shall have the right to refund the amount of the order to the customer, in such event 5 % of the total value of the order so returned/ refunded in addition to shipping/ transportation costs shall be payable by the Vendor to the Company towards efforts made by the Company to ensure customer’s satisfaction.
- In case of a cash on delivery order there is a chance of customer non- acceptance, which shall be notified to the vendor. The Company shall accept the product back from the customer and deliver the same to the vendor whereafter the latter shall cancel the order. In such an event the terms of return under clause 8 (i) shall apply.
9. PRODUCT DETAILS:
Vendor shall provide details/measurements/size and other details about products including inter alia the ingredients, compositions, quantity and place of manufacture of such products among others as may be required from time to time. The Vendor shall ensure that only those products are supplied to the customer which have been ordered by them and the Vendors have to match their details of the products to that of Company which shall be available on the portal.
The Vendor shall provide the MRP (inclusive of all taxes) w.r.t its products. The Company shall charge commission on the MRP so provided by the Vendor in accordance with the opted subscription plan as expressly stated in Schedule-II
- The packaging shall be done by the vendor as per the requirements for safe delivery. The Vendor shall send the packaged goods in customized tamper proof envelopes which shall be of standard size.
- Company shall provide the Vendor, tamper-proof envelopes which shall be used by the Vendor for packing and dispatching the products to customers who have placed their orders on the Company’s Platform.
- The maximum number of tamper-proof envelopes, as aforesaid, shall be provided by the Company to the Vendor in accordance with the opted subscription plans as stated in Schedule-II. In case the Vendor requires tamper-proof envelopes in excess of the maximum limit imposed under the opted subscription plan, it shall be provided by the Company to Vendor for an amount of Rs 3/- for each envelope.
All invoices will be automated and shall be available to both the parties on the Company’s Portal.
Vendor agrees to indemnify, defend, and hold harmless Company and its subsidiaries and affiliated companies, and their respective directors, officers, employees, contractors, stockholders, agents and representatives (the “Company Indemnified Parties”), from and against any and all losses, damages, liabilities, penalties, costs of settlement and expenses (including, without limitation, reasonable attorney’s fees and expenses) arising from any third-party claims, suits, proceedings, demands or causes of actions, (collectively, “Losses”) arising out of, resulting from, or relating to (i) any act or omission of Vendor, or the employees, contractors, agents or representatives of Vendor, in the furnishing of Product or in the performance of delivery of goods as per the terms stipulated hereinabove, (ii) any actual or alleged infringement by the Vendor, Products provided by Vendor, or Vendor’s intellectual property of any intellectual property right of any third party, (iii) any proven allegation that any Product provided by Vendor was defective or harmful or violated a warranty of Vendor in any way, (iv) any material breach by Vendor of a representation or warranty contained herein, or (v) any actual breach of this agreement by Vendor.
14. REPRESENTATIONS, WARRANTIES AND COVENANTS
Vendor represents and warrants to Company that:
- It is duly organized and validly existing under the Applicable Laws and is duly registered and authorized to do the business and has all requisite government and regulatory approvals, corporate powers and authority to own and operate its business and to enter into this Agreement and while entering into this Agreement shall not violate or conflict with any agreement, contract, arrangement and understanding or any instrument, to which it is a party or by which it is bound.
- There is no action, suit, proceeding, claim, arbitration, inquiry or investigation pending against Vendor or its activities, properties or assets for its winding up/ dissolution which may materially affect its financial condition. It is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or Governmental Authority or instrumentality which affects the business or interests of Vendor.
- Vendor Products used in, offered and sold on the Company’s Platform are legally procured or manufactured and the Vendor is not disabled/ encumbered in any manner from selling such products on the Company’s Platform.
- Vendor Product listings, Vendor Material and all information provided to Company are accurate, complete, updated and are not misleading or deceptive in any manner.
- The publication, reproduction, display, modification, distribution or transmission of Vendor Material or Vendor Product listing does and will not (a) infringe, misuse, dilute, misappropriate, or otherwise violate any Intellectual Property Rights of Third Parties, (b) constitute an invasion of a party's rights of privacy or publicity; or (c) reflect unfavorably on Company, the Company’s Platform, Company’s Affiliates.
- All Vendor Products sold pursuant to this Agreement are and will not be subject to any health, safety, defect or product quality recall or prohibitive order of any Governmental Authority or otherwise not disallowed to be sold through online sales.
- Vendor shall conform with and adhere to the terms and conditions of Company Policies.
Independent Parties. The relationship between Company and Vendor is that of independent contractors and neither party will be considered, or hold itself out as, an agent or representative of the other for any purpose.
Successors; Assignment. This Agreement will be binding on and inure to the benefit of the parties and their respective successors in interest and assigns. Vendor may assign this Agreement, either in whole or in part, with Company’s prior written consent.
Severability. The provisions of this Agreement are severable, and in the event that any provision thereof is determined to be invalid or unenforceable, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions.
Amendment; Waiver. Except as expressly specified herein, no amendment, waiver, or discharge of any provision of this Agreement will be effective unless made in writing, signed by Company and Vendor.
16. DISPUTE RESOLUTION AND JURISDICTION:
- It is agreed that in the event of any disputes arising out of the terms of this Agreement, the Parties shall firstly endeavor to amicably settle all such disputes through negotiations and mutual discussions;
- It is further agreed that in the event of the Parties failing to amicably settle their disputes within 30 days from the date of such disputes having cropped up or any other further duration as may be mutually extended, the Parties shall be entitled to initiate appropriate legal proceedings before a competent court of law for adjudication upon the said disputes;
- For the purposes of this Agreement, the courts in Pune, Maharashtra shall have exclusive jurisdiction to adjudicate upon all disputes.