THIS AGREEMENT WITNESSES AS UNDER
Terms and Conditions
Agreement between the marketplace and the sellerOn the present date, this Marketplace & Seller Agreement is signed by and between:The seller's legal name, registered address, and all other legal information provided by the seller in the seller registration form filled out on jantacat app/website/microsite and/or provided to jantacart by email/physical mail during the seller registration process (The first part)ANDThe online marketplace jantacart is headquartered at 1307,SHIVAJI NAGAR , JHANSI,284128.RECITALS1. Jantacart is an online technology platform (Marketplace) that may be accessed via web (www.jantacart.com) and mobile applications. Subject to the terms of this agreement, jantacart may allow Sellers to utilise Marketplace to list and display their products and other data on www.jantacart.com on a "as-is" basis.1. The seller is an Authorised Reseller/Manufacturer of Products offered "under the brand" as defined in the online seller registration, and is interested in listing, exhibiting, and selling their Products to Buyers that visit www.jantacart.com through Marketplace.The Parties hereby agree as follows in view of the aforementioned and the mutual covenants and agreements contained herein, and intending to be legally bound:INTERPRETATIONUnless the context indicates otherwise, any reference to a clause or Annexure herein refers to that clause or Annexure of this Agreement. The headings are included for convenience only and have no bearing on how this Agreement is interpreted. Words importing the single include the plural and vice versa unless the context necessitates otherwise, and pronouns importing a gender include each of the masculine, feminine, and neutral genders. Any reference to a Person's knowledge, information, belief, or awareness shall be construed to include the knowledge, information, belief, or awareness that such Person would have if he or she had made reasonable, careful, and proper inquiries. The words "hereof," "hereunder," "hereto," and similar expressions refer to this Agreement, not any clause or annexure to this document The word "from" means "from and including" in the computation of periods of time from a specified date to a later specified date, and the words "to" and "till" each mean "to and including" in the computation of periods of time from a specified date to a later specified date. Unless otherwise specified, the words "including" and phrases of similar import in this Agreement imply "including, without limitation." If the Seller Return and Refund Policy and the JANTACART Policies are in disagreement, the JANTACART Policies will take precedence. Recitals are an essential component of this Agreement.PRODUCT LISTINGS FROM SELLERDuring the term of this Agreement, Jantacart will allow Seller to list the Products for sale on Marketplace at the Listing Price determined by Seller or the Person authorised by Seller, in reliance on Seller's representations and warranties, and upon payment of the amount set forth in the Commercial Annexure.Jantcart may establish a method on Marketplace to rate and provide feedback on Sellers and Seller Products, with this information made publicly available.Seller is exclusively responsible for Product Information, associated Content, Seller Materials, Seller Products, and Seller's offer and sale of Seller Products on Marketplace, and Seller will ensure that Seller remains fully compliant during the length of thisAgreement. All applicable laws, including the Legal Metrology Act of 2009, the Food Safety and Standards Act of 2006, and the rules made thereunder, must be followed.Seller warrants that the Seller Materials and Seller Products (including their packaging) I do not contain any Objectionable Content or other Content not expressly approved by Jantacart; and (ii) meet the agreed-upon catalogue and content standards. Seller assumes full responsibility for the contents of the packages it delivers to Buyers or gives over to Logistics Service Providers (LSP) under this Agreement, and accepts that jantacart is not responsible or accountable in any way for such contents.Seller will not: I disclose any information or otherwise violate any aspect of this Agreement when listing Seller Product. attempting to sell any Excluded Products on Marketplace; or (ii) providing any URL or links to its website or any other website or web page (s).ORDER, SALE, AND COMPLETIONSellers will be able to see each Seller Product sold on Marketplace on the Seller Portal. If JANTACART thinks, in its sole discretion, that a Seller Transaction is fraudulent or otherwise inappropriate, antacart may (but is not compelled to) prohibit the Seller Transaction without responsibility.Seller shall retrieve Order Information utilising Marketplace's feature for Seller login ("Seller Login") and agrees not to cancel any Seller Transaction unless JANTACART or applicable Seller Terms allows it.• Seller agrees and undertakes to comply with the following service levels for order fulfilment under this Agreement, and understands that failure to perform or fulfil any of the service levels or other obligations under this Agreement will result in the termination of this Agreement. The contents of this Agreement will affect JANTACART's Marketplace ranking and entitle JANTACART to any other repercussions and rights that may be available to JANTACART under this Agreement or the Applicable Law.• Seller will send over the packaged Seller Product to the designated LSPs, as per Packing Specifications, and Seller will update Seller Portal with necessary shipping information as soon as Seller Products are handed over, and JANTACART may make such information public on Marketplace.• Seller agrees not to conspire with a Buyer, other Sellers, or Marketplace users in order to obtain benefits from various promotional offers, including but not limited to discounts or cashback, through misleading or fraudulent transactions. If Seller is found to be engaging in such activity, Seller understands that JANTACART reserves the right to levy a penalty and reclaim money equal to five times the benefits so drawn or the maximum retail price, whichever is greater.• Overdue Orders: JANTACART reserves the right to cancel any order without liability to Seller if Seller fails to deliver the packed Seller Product to LSP within agreed-upon timelines or if JANTACART learns that Seller Product is not shipped for any reason within the applicable shipping period indicated in the Order Information.• Seller undertakes not to sell a Seller Product unless it is entirely fit for its intended use, manufactured and produced in accordance with FSSAI Guidelines and the FSS Act 2006, and has a style, look, quality, and consistency that at least fulfils the standards listed on the Product Information page. Before shipping, JANTACART maintains the right (but not the obligation) to conduct quality inspections. the Seller Product and, based on those quality checks, approve or disapprove the Seller Product. JANTACART will not be liable to pay Seller for any Seller Products that are rejected by JANTACART as a result of the aforementioned quality tests. Seller Products that are not in consumable condition, damaged, faulty, Excluded Products, or of unapproved quality requirements will not be shipped.• It is acknowledged that Seller retains title to and bears the risk of loss or damage to Seller Products delivered to Buyers atSeller Stores (s). The Seller Store(s) will deliver the Seller Product to the Buyer. When Buyer delivers Seller Products to Seller at the Seller Stores(s) or other specified and agreed locations, title to the Seller Products and the risk of loss or damage to the Seller Products pass to Seller. Under the terms of this Agreement, JANTACART does not have title to, and will not be assumed to be the owner of, any Seller Products at any time.• RETURNS, EXCHANGES, AND REFUNDSo The seller agrees to follow JANTACART's Return and Refund Policy. o JANTACART will make every effort to ensure that all Seller Products returned by a Buyer are shipped to Seller within the agreed-upon time frame.o JANTACART will determine and calculate the amount of all refunds (including any taxes to be reimbursed) for Seller Products returned in compliance with this Agreement, and will route all such refunds on behalf of Seller to the Buyer, debiting the payment to Seller in the process.o Buyer Disputes: If Seller fails to resolve Buyer's complaints or disputes over Seller Products within three days (including failing to execute quality checks on returned Seller Products), then on Upon receipt of a refund request from Buyer and recovery from Seller, JANTACART may, at its sole discretion, decide and remit the refund to Buyer. Without protest or argument, Seller agrees to accept JANTACART's decision to send the refund to Buyer. While JANTACART will use reasonable efforts to reach a judgement under this provision, and Seller and Buyer will be given the chance to be heard, JANTACART will not be responsible for ascertaining the veracity of such a claim by Seller or Buyer.o Loss in Transit: If a Seller Product is lost after it has been delivered to LSP but before it is delivered to Buyer, JANTACART will file a claim with LSP or the transit company. Seller will be the beneficiary of any recoveries from LSP or transit insurance service provider. Regardless of whether JANTACART processes a claim with an LSP or an insurance service provider, JANTACART will pay the seller in a month.THE SELLER'S INVOICESeller shall use the feature enabled for Seller Account to create invoices and shipping labels for Seller Transactions using the Transaction Processing Service. The Listing Price of the Seller Product sold to Buyer will be invoiced, adjusted for any reductions made to Buyer. On the modified Listing Price, GST/SGST/CGST will be charged in accordance with applicable law. If JANTACART, in its sole discretion, decides to charge the Buyer for Shipping and COD charges, Seller shall create an invoice in this regard and send it to the Buyer with the Seller Product.Seller will cover all discounts granted during the term of this agreement. JANTACART must seek prior clearance if it offers any extra reductions beyond the Listing Price.from the Seller or the Authorized Person However, whether or not JANTACART offers extra discounts, JANTACART will be entitled to the JANTACART Fees as stated in the Commercial Annexure, as agreed.Seller agrees to use the invoice and label formats made available to Seller through the Seller Account's functionality. Prior to handing out Seller Products to the LSP or Buyer in conjunction with each Buyer order, the invoice will be placed and shipped with the Seller Product shipment package.SALES CHANNELS FOR SELLER EQUALITYSeller will ensure that the listing price and other terms (including but not limited to discounts, minimum prices, warranties, return and refund policies, after-sales service, and other terms related to the sale of the same Seller Product) on other ecommerce platforms are equal to the offerings on Marketplace.PAYMENT COLLECTION AND PAYMENT TO SELLER THROUGH PAYMENT GATEWAYJANTACART shall collect payment for Seller Products either through third-party payment gateway aggregators ("PaymentGateway") or directly. Seller authorises the Payment Gateway to process payments, refunds, and adjustments for Seller Transactions, as well as receive and hold Sales Proceeds on behalf of Seller and send the entire Sales Proceeds to JANTACART's bank account (collectively, the "Transaction Processing Service").Seller agrees that JANTACART or the Payment Gateway shall have the right (but not the duty) to impose limits or restrictions on transactions at Marketplace as a security measure or in compliance with Applicable Law or for any other reason. In the event that a transaction fails to meet regulatory requirements or is delayed, neither JANTACART nor thePayment Gateway will be accountable to the Seller any failures of technology or restrictions in the technology employed.o If JANTACART or the Payment Gateway reasonably concludes, based on the available information, that Seller's actions or performance may result in Buyer disputes, charge backs, or other claims, JANTACART may, in its sole discretion, delay initiating remittances related to such dispute and withhold corresponding payments that are otherwise due until the completion of any Seller actions or performance, without incurring any further liability. o After deducting JANTACART Fees and Charges, JANTACART will remit to Seller the Sales Proceeds collected by JANTACART in respect of Seller Products delivered to Buyers every 30 days (or the next Business Day if the scheduled payment date falls on a non-Business Day) for the successful Seller transactions held and payment accrued since the last payment to the seller. for shipping services and any costs covered by article 9.2, reversals due to Seller Product returns, refunds to Buyer, and any other monies payable to JANTACART Under ApplicableLaw, all payments to the seller will be subject to a tax deduction at source. For the avoidance of dispute,JANTACART will not be bound to pay any sum to Seller in connection with Seller Products that have been returned by Buyer.o JANTACART retains the right to place all or a portion of the Sales Proceeds in a reserve account for disputes with Buyers or other parties arising from any default or defect in Seller's services or the Seller Product.o In the event of a return/refund due to the Seller's fault as described in article 9.2, JANTACART is entitled to the amount specified in clause 9.2.o Seller acknowledges and warrants that he or she will deposit the correct amount of TDS with the appropriate government authorities within the timeframe set forth by law. JANTACART shall pay the relevant sum to Seller within fifteen days of receiving proof of TDS deposit by Seller.CHARGES AND COSTSo JANTACART Fees: For each Seller Transaction, the Seller will pay JANTACART the fees at the applicable percentage, as detailed in the Commercial Annexure, plus GST. JANTACART will issue an invoice for the JANTACART Fees (plus GST at the current rate) owing to JANTACART for the relevant Settlement Period prior to each Payment Date. o Return/Refund owing to Seller's Error: JANTACART shall be right to withhold the logistical cost and payment gateway costs, on actuals, incurred by JANTACART on such returns/ refunds from the payment to seller in the event of returns/ refunds caused by any reason attributable to the Seller. LICENSES AND PROPERTY RIGHTSo Rights Reservationso Both Parties agree that each Party's brands/logos, trademarks, and other intellectual property are the exclusive property of that Party and cannot be used, copied, or altered in any way that is identical or similar to the other Party's brands/logos/trademarks without the other Party's express written permission.o Seller acknowledges that JANTACART owns and retains all right, title, and interest in and to the Intellectual PropertyRights in the trademarks, as well as any other intellectual property, know-how developed or provided by JANTACART or its Service Providers during the performance of the services under this Agreement (collectively, "JANTACART IPR"), and that no title to the JANTACART IPR is transferred to Seller unless expressly stated in this Agreement. This Agreement does not transfer or licence ownership of any JANTACART IPR to Seller or any other Person. By providing the seller's online services,JANTACART IPR will own the seller's internet presence that has grown over time on the world wide web, including the seller's domain.o License for Content and Trademarks▪ During the term of this Agreement, Seller will ensure that JANTACART and JANTACART's Affiliates have a royalty-free, nonexclusive right and licence to use, reproduce, perform, and display on Marketplace and JANTACART Connected Properties (e.g., JANTACART's Facebook page or Twitter handle, among other things), as well as in advertising and other marketing communications promoting Marketplace that contain text/logo/other derivative work.▪ Despite the foregoing, nothing in this Agreement will prevent JANTACART from using any Seller trademarks in a way permitted by Applicable Law without first obtaining a licence from Seller, such as a fair use or referential use licence, or a valid licence from a third party. All goodwill generated by JANTACART's use of Seller trademarks shall accrue solely to the Seller.MARKETING AND PROMOTIONJANTACART reserves the right to engage in merchandising, promotion, and digital marketing of JANTACART Marketplace and Seller's Online Store, including Seller Products, as determined solely by JANTACART, including through the JANTACART Connected Properties or any other functions, features, advertising, or programmes on or in connection with Marketplace. JANTACART will have complete approval and ownership of all advertising and promotional materials and programmes, trade materials, business cards, invoices, stationery, and other printed matter relating to such merchandising, promotion, and marketing activities, as well as all creative content, themes, sales literature, copy, and layout of all advertising and promotional materials and programmes, trade materials, business cards, invoices, stationery, and other printed matter relating to such merchandising, promotion, and marketing activities. JANTACART maintains the right to charge Seller a fee for its promotion and marketing of the Storefront and Seller Products, based on mutual agreement between the Parties.TAXESo Seller will obtain all licences and licences required to operate its business in accordance with Applicable Law at its own expense, and will pay and discharge any applicable taxes, levies, and assessments that may be payable in connection with the sale or offer for sale of Seller Products on Marketplace. It is the responsibility of the Seller to decide the states in which it is required to collect and submit any type of tax, including GST/CGST/SGST and other government levies ("Taxes"). The Taxes collected from the Buyer will be remitted directly to the Seller, who will be entirely responsible for remitting the Tax to the appropriate Governmental Authority. Seller will quickly repay JANTACART if a Governmental Authority requests JANTACART to pay any of Seller's taxes. Seller agrees to defend, indemnify, and keep JANTACART harmless from and against all liabilities incurred or suffered by or assessed against JANTACART as a result of Seller's failure to remit or pay such Taxes to the applicable Governmental Authority in a timely manner. The provisions of Tax Deduction at Source (Section 51 of the CGST/SGST Act 2017) and Tax Collection at Source (Section 52 of the CGST/SGST Act 2017) will take effect on a date promulgated by the Government Authority, and JANTACART will be entitled to Tax Deduction at Source or Tax Collection at Source from payments to Seller.o While Service Providers may use Tax Data from the Seller Portal, Seller acknowledges and agrees that JANTACART and its Service Providers do not provide tax advice, and that Seller is solely responsible for assessing the applicability and accuracy of any Tax Data. Seller agrees to waive any and all liabilities against JANTACART and the Service Provider arisingfrom Seller's use of and reliance on the Tax Data as a condition of receiving the Tax Data, and to defend, indemnify, and hold JANTACART and its Service Provider harmless from any and all liabilities arising from such use or reliance.COVENANTS, WARRANTIES, AND REPRESENTATIONSTo JANTACART, the seller represents and warrants that: It is duly organised and validly existing under the Applicable Laws, is duly registered and authorised to do business, and has all necessary government and regulatory approvals, corporate powers, and authority to own and operate its business and to enter into this Agreement, and it will not violate or conflict with any agreement, contract, arrangement, or understanding to which it is a party or by which it is bound while entering into this Agreement .There are no outstanding actions, suits, proceedings, claims, arbitration, inquiries, or investigations against Seller, its activities, properties, or assets, or for its winding up, that could have a major impact on its financial condition. It is not a gathering.o Any order, writ, injunction, judgement, or decree of any court, Governmental Authority, or instrumentality that affects Seller's business or interests is subject to or subject to the provisions of that order, writ, injunction, judgement, or decree.o Seller Products utilised in, offered, and sold on Marketplace were lawfully purchased or made, are not disabled in any way, and can be sold on Marketplace.o Seller Product listings, Seller Material, and all other information submitted to JANTACART is and will be accurate, comprehensive, and current, and will not be deceptive or misleading in any way.o The publication, reproduction, display, modification, distribution, or transmission of Seller Material or SellerProduct listings does not and will not (a) infringe, misuse, dilute, misappropriate, or otherwise violate any Third Party Intellectual Property Rights, (b) constitute an invasion of a party's privacy or publicity rights, or (c) reflect unfavourably on JANTACART, Marketplace, JANTACART Affiliates, or other Marketplace sellers.o All Seller Products sold pursuant to this Agreement are not and will not be subject to any government-issued health, safety, defect, or product quality recall or prohibition order, or otherwise prohibited from being sold through online sales.o Any information or data submitted or provided by a Seller on Marketplace, JANTACART Connected Properties, applications, or systems, or to a Buyer or user shall be free of any virus, worm, flaw, Trojan horse, software bomb, or other feature designed to harm or degrade Marketplace or any JANTACART Connected Properties, application, or system in any way.o Seller will not use Marketplace, Seller Account, or Storefront to violate the security of, or gain unauthorised access to, any computer, computer network, or other device or system (including unauthorised attempts to discover passwords or security encryption codes), use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of Marketplace, collect any information about other users (including usernames or email addresses), or use any robot, spider, site search or retrieval application, or other device to collect any information about other userso The terms and conditions of JANTACART Policies must be followed by the seller.INDEMNIFICATIONSeller ("Indemnifying Party") will defend, indemnify, and hold harmless JANTACART, JANTACART Connected Properties, and their respective employees, directors, and representatives ("Indemnified Party") from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorney's fees) arising out of or in connection with I a breach of any of Seller's representations, warranties, covenants, or undertakings; (a) Seller's use of JANTACART service under this Agreement; (b) Seller's use of JANTACART service under this Agreement; (c) Seller's use of JANTACART service under this Agreement; (d) Seller's use of JANTACART service under this Agreement; (e) Seller's useof JANTACART service under this Agreement; (f) Seller's use of JANTACART service under this Agreement; I Seller's use of JANTACART service under this Agreement.CONFIDENTIALITYo The Parties agree and undertake to keep this Agreement and all data confidential, as well as information disclosed and divulged by one Party to another Party or which comes to its knowledge, whether in print, digitalized, any other electronic form, oral or software format, whether or not marked "Confidential" ("ConfidentialInformation"), during the Term of this Agreement and thereafter. Buyer lists, new product information, price information, launch date, projections, plans, forecasts, financial, business, and sourcing information, analytics, designs, specifications, software, techniques, technology, passwords, and other non-public information obtained during the course of this Agreement will all be considered Confidential Information. All confidential information about the Marketplace and its services, including, but not limited to, the password to access the Marketplace or the Seller Portal. or Seller Account and information derived therefrom shall be obtained and retained by Seller in confidence and trust, and shall not be used, duplicated, copied, or disclosed in any form for the use or benefit of any Person, nor reproduced, transcribed, imitated, or simulated in whole or in part, except as expressly provided by this Agreement. On a need-to-know basis, Seller may reveal relevant portions of the Confidential Information to its employees, representatives, or agents who have been aware of and are bound by this Agreement's confidentiality restrictions. If Seller learns of any misappropriation or misuse of Confidential Information by anyone in any way not expressly authorised under this Agreement, Seller shall promptly alert JANTACART and cooperate with JANTACART. JANTACART's attempts to avoid the misappropriation or misuse of Confidential Information .TERMS AND TERMINATIONTerm: This Agreement shall begin on the date of registration on dilocious.com and shall continue for a period of one (1) year (Initial Term). Unless the Parties agree otherwise and upon payment of the Annual Development Fee by the seller to JANTACART for Online Store and domain renewal, the Initial Term will be automatically renewed for subsequent one-year periods (Renewal Term) following the Initial Term.JANTACART may cancel this Agreement with immediate effect if:o Seller has breached any of its obligations, representations, warranties, or other material terms in thisAgreement and/or the JANTACART Policies; and o Seller files a petition for relief under any bankruptcy or insolvency law.o When a receiver, administrative receiver, or administrator is appointed, or the Seller makes an assignment for the benefit of the creditors.o Any Party may terminate this Agreement for convenience, notwithstanding everything otherwise in this Agreement, by giving the other Party 60 (sixty) days written notice. It is agreed that any provisions or obligations that are intended to survive the termination of this Agreement will continue to bind the Parties.In the event that this Agreement is terminated:o Seller's access to the Marketplace and Seller Portal will be blocked with immediate effect, and Seller will not be able to re-register as a Seller on the Marketplace at any time after such termination unless JANTACART, in its sole discretion, authorises such re-registration. The seller will refund your money. to JANTACART, all of JANTACART's Confidential Information, and all of JANTACART's other properties and materials Seller shall delete all of JANTACART's sensitive information and provide JANTACART with a certificate of destruction in the event that the confidential information cannot be returned in material form; ando Only the undisputed Seller Proceeds payable to Seller on account of any purchase of the Products made through the Marketplace prior to the date of termination of this Agreement will be paid to Seller. JANTACART shall be entitled to deduct from the amount owed to Seller on termination any money owing from Seller to JANTACART up to the date of termination.Without limiting the above, if this Agreement is terminated for any of the following reasons:The terms set forth above do not limit or impair any other remedy (including a claim for damages) that either Party may have in connection with the occurrence that gave rise to the right to terminate.DISPUTE RESOLUTION AND GOVERNING LAWo This Agreement is governed by and construed in conformity with the laws of India. In any topics or disputes arising out of this Agreement, the relevant courts in Noida shall have exclusive jurisdiction.Annexure for Commercial Useo There are no onboarding costs or registration expenses.o The seller will be charged a JANTACART fee/commission/convenience fee as mutually agreed between the seller and JANTACART, which will be paid by the seller to JANTACART upon fulfilment of each order generated on the marketplace.o THE CUSTOMER WILL NOT BE ACCEPTED FOR RETURNS. Returns and replacements areavailable in the event that a product is expired or delivered incorrectly (Seller needs to pay shipping charges).o Cancellation policy: 10% of order value in the event of late or non-delivery owing to product out of stock/discontinuation without prior written notification by registered email (Dispatch time - 2 working days).
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