TERMS OF USE
This document is an
electronic record in terms of Information Technology Act, 2000 and rules there
under as applicable and the amended provisions pertaining to electronic records
in various statutes as amended by the Information Technology Act, 2000. This electronic
record is generated by a computer system and does not require any physical or
digital signatures.
This document is
published in accordance with the provisions of Rule 3 (1)(a) of the Information
Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021
that require publishing the rules and regulations, privacy policy and Terms of
Use for access or usage of domain name/ website [www.sunsadhan.com] (“Website”),
including the related mobile application (hereinafter referred to as “Platform”).
This document is a
legally binding agreement between a Seller (as defined below) or
a Buyer (as defined below), as the case may be (acting by itself or
through its representatives) (collectively referred to as “you”, “your”, “User” hereinafter) who
access or use or transact on the Platform and avail Service for a commercial
purpose only and the Yaksha Prashna Samadhaan OPC Private Limited (referred to
as “we”, “us”, “our” or “sunsadhan” hereinafter).
You acknowledge and agree that the Platform is a business to business (B2B)
platform and provides services to business entities only.
This document and such other rules and policies of the Platform
(including but not limited to Return Shipments Policy, Undelivered
Shipment Policy, Privacy Policy, Product Listing Policy, Infringement
Policy, Anti-Counterfeiting Policy as may be amended from time to time are
collectively referred to below as the “Terms”. We reserve the
right, at our sole discretion, to change, modify, add or remove portions of
these Terms, at any time without any prior written notice to You. By accessing,
browsing, or otherwise using the Platform or using the Services, including
following the posting of changes, User agrees to accept and be bound by the
Terms (as may be amended from time to time). It is your responsibility to
review these Terms periodically for any updates / changes. Please do not use
the Services or access the Platform if you do not accept the Terms or are
unable to be bound by the Terms.
PLEASE READ THE TERMS
CAREFULLY BEFORE PROCEEDING IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT
ACCESS OR USE THE PLATFORM OR THE SERVICES PROVIDED BY THE PLATFORM OR SUNSADHAN.
By impliedly or expressly accepting these Terms, You also accept and agree to
be bound by any amendments, updates and modifications to the Terms and the
other policies (including but not limited to, Privacy Policy), as maybe
amended, updated and modified from time to time.
Additional terms and
conditions may apply to You in respect of availing specific services and/or to
specific portions or features of the Platform, including but not limited to,
Services, any other additional services as may be offered by us from time to
time, contests, offers, schemes, promotions or other similar features, all of
which terms are to be read as part of these Terms. You agree to abide by such
other terms and conditions, including, where applicable, representing that You
have the legal capacity to use or participate in such service or feature. If
there is a conflict between these Terms and the terms posted for or applicable
to a specific portion of the Platform or for any specific service offered on or
through the Platform, the latter terms shall control with respect to your use
of that portion of the Platform or the specific service.
For the ease of reference,
this document is divided into following sections:
I.
General Terms applicable to all users
on the Platform;
II.
Terms applicable to Buyers (“Buyer
Terms”); and
III.
Terms applicable to Sellers (“Seller
Terms”).
If you (by itself or
through your representatives) intend to make a purchase or have placed an order
on the Platform for commercial purposes (“Buyer”), Section I. and
II. shall be applicable to your use and access of the Platform and its Services
thereof.
If you (by itself or
through your representatives) intend to offer your products for sale or are
selling your products to Buyers through the Platform (“Seller”),
Section I. and III. shall be applicable to your use and access of the Platform
and its Services thereof.
I.
GENERAL TERMS
1.
EFFECTIVE DATE
These
Terms of Use shall come into force with effect from 0000 hours of 1st October
2020.
2.
APPLICATION AND ACCEPTANCE OF THE TERMS
i.
Your use of the Platform and sunsadhan’s
services, features, functionality, software and products (collectively the “Services” hereinafter)
is subject to the terms and conditions contained in this document as well as
the Privacy Policy, The Product Listing Policy, The Infringement
Policy, The Return Shipments Policy, The Undelivered Shipment Policy, Anti-Counterfeiting
Policy and any other rules and policies of the Platform that sunsadhan may
publish from time to time.
ii.
You must read sunsadhan Privacy
Policy which governs the collection, use, and disclosure of personal
information about Users. You accept the terms of the Privacy Policy and agree
to the use of the personal information about you in accordance with the Privacy
Policy.
3.
PROVISION OF SERVICES
i.
You must register on the Platform in
order to access and use the Services. Further, sunsadhan reserves the right,
without prior notice, to restrict access to or use of certain Services (or any
features within the Services) subject to other conditions that sunsadhan may
impose in its discretion.
ii.
In case you avail services while
accessing the Platform, that may be supported and/or provided by third party
service provider(s), for all such services your contracting entity will be such
third party service provider(s), as the case may be. sunsadhan disclaims all
liability for any claims that may arise pursuant to your use of services
provided by such third party service provider(s).
iii.
User agrees and confirms that any
Services provided to you by sunsadhan are on best efforts basis and sunsadhan may
engage services of third party service provider(s) to facilitate such Services
to you. We shall not in any manner be liable to you for failure or delay in
providing the Services or for any temporary disablement, permanent
discontinuance of the Services by us or for any consequences resulting from
such actions or reasons that are beyond our reasonable control.
iv.
User acknowledges that the Services are
being provided to you on a ‘as is’ and ‘as available’ basis and may be
interrupted while browsing, transacting, using or uploading information on the
Platform. User agrees that we reserve the right to suspend the Services,
forthwith without assigning any reason whatsoever, at our sole discretion.
v.
sunsadhan may at any time with or
without notice, withdraw, terminate, and/or suspend any or part of the Services
without cause or in case of any breach of the Terms by the User. In addition,
termination of any or part of any Services shall not impact provision of other
services or other business arrangements or agreements which the User may have
entered into with sunsadhan.
4.
ELIGIBILITY
The
Platform is available for use and access to Users who can form legally binding
contracts under Indian Contract Act, 1872. For the purposes of these Terms, the
term ‘persons’ shall mean any sole proprietor, firm, company, corporation,
government, state or agency of a state or any association, trust, joint
venture, consortium or partnership (whether or not having separate legal
personality) or any other body corporate duly incorporated under the laws of
India.
User
must not use the Platform and its Services for their personal use and the
Platform shall be used by the User only for their business purposes.
5.
USER ACCOUNTS AND VERIFICATION OF
ACCOUNT
i.
User must be registered on the Platform
to access or avail the Services for its commercial purposes. You agree and
acknowledge that you will transact on the Platform only for your business
purposes and not for personal use. Except with sunsadhan’s approval, one User
may only register one account on the Platform. sunsadhan may cancel or
terminate a User’s account if sunsadhan has reasons to suspect that the User
has concurrently registered or controlled two or more accounts. Further, sunsadhan
may reject User’s application, without assigning any reasons thereof, for registration
for any other reason.
ii.
A set of user ID and OTP (One Time
Password) / password is unique to a single account. Any action triggered on
your user account on the Platform or by using the unique OTP will be deemed to
have been authorised by you and with your express consent. You shall be solely
responsible for maintaining the confidentiality and security of your user ID
and password and for all activities that occur under your account. You agree
that all activities that occur under your account (including without
limitation, posting any company or product information, clicking to accept any
terms & conditions or rules, subscribing to or making any payment for any
Services, sending emails using the Platform or other communications) will be
deemed to have been authorized by you.
iii.
When you access the Platform you are
electronically communicating with sunsadhan. sunsadhan may communicate with you
by e-mail, SMS, WhatsApp messages or messages through other modes of
communication, phone call or by posting notices on the Platform or by sending
in-app notifications or any other mode of communication. For contractual
purposes, you consent to receive communications (including transactional,
promotional and/or commercial messages) in the above manner, from sunsadhan
with respect to your use of the Platform and it shall be deemed by your
continued use of the Platform that you agree and consent to receive any
communications from sunsadhan.
iv.
While registering the User account on
the Platform you will be required to furnish details about you and with respect
to your business including without limitation, business name, GSTIN, PAN, TAN,
Udyog Aadhar, address, phone number and/ or any other information that may be
required by sunsadhan to provide in relation to your business. You agree and
acknowledge that we may directly or through a third-party service provider
validate the information provided by you on the Platform. You agree to furnish
additional information and provide documentary proof as may be requested by us,
from time to time, for the purposes of verification of your user account
information. If any information provided by you is found to be incorrect or
misleading, sunsadhan reserves its right to take appropriate steps as set forth
under Clause 7 of these General Terms. For the purposes of verification of your
account information, you agree that we may share your information with such third-party
service provider in accordance with the terms of the Privacy Policy. We reserve
the right to seek additional information from you about you and your business,
from time to time and you consent to provide such additional information to
continue using the Platform.
6.
USERS GENERALLY
i.
You agree that (a) you will not copy,
reproduce, download, re-publish, sell, distribute or resell any Services or any
information, text, images, graphics, video clips, sound, directories, files,
databases or listings, etc. available on or through the Platform (the “Platform
Content”), and (b) you will not copy, reproduce, download, compile or
otherwise use any Platform Content for the purposes of operating a business
that competes with sunsadhan, or otherwise commercially exploiting the Platform
Content or systematic retrieval of Platform Content from the Platform to create
or compile, directly or indirectly, a collection, compilation, database or
directory (whether through robots, spiders, automatic devices or manual
processes).
ii.
sunsadhan may allow Users access to
content, products or services offered by third parties through hyperlinks (in
the form of word link, banners, channels or otherwise), API or otherwise to
such third parties' web sites. You are cautioned to read such third parties
terms and conditions and/or privacy policies before using the Platform with
respect to such content, products or services that you may avail. You acknowledge
that sunsadhan has no control over such third parties' web sites and shall not
be responsible or liable to anyone for such web sites, or any content, products
or services made available on such web sites.
iii.
You agree not to undertake any action
which may undermine the integrity of sunsadhan’s feedback system.
iv.
You agree that the Services shall be
availed by you only for commercial purposes that is for sale or purchase of
products for further distribution or sale. You further agree that you will not
use the Platform or any of its Services thereof for your personal use or
consumption.
v.
By posting or displaying any
information, content or material (“User Content”) on the Platform or
providing any User Content to sunsadhan or our representative(s), you grant
perpetual, worldwide, royalty-free, and sub-licensable license to sunsadhan to
display, transmit, distribute, reproduce, publish, translate, and otherwise use
any or all of the User Content in any form, media, or technology now known or
not currently known in any manner and for any purpose which may be beneficial
to the operation of the Platform, the provision of any Services and/or the
business of the User. You confirm and warrant to sunsadhan that you have all
the rights, power and authority necessary to grant the above license.
vi.
User agrees, undertakes, and confirms
that User’s use of Platform shall be strictly governed by the following binding
principles:
a.
User shall not host, display, upload,
modify, publish, transmit, store, update or share any information which:
1.
belongs to another person and to which
User does not have any right to;
2.
is grossly harmful, harassing,
blasphemous, defamatory, obscene, pornographic, paedophilic, libellous,
invasive of another's privacy including bodily privacy, hateful, racially or
ethnically objectionable, disparaging, relating or encouraging money laundering
or gambling, or otherwise unlawful in any manner whatever; or unlawfully
threatening or unlawfully harassing including but not limited to "indecent
representation of women" within the meaning of the Indecent Representation
of Women (Prohibition) Act, 1986 or otherwise inconsistent with or contrary to
the laws in force;
3.
is misleading in any way;
4.
is patently offensive to the online
community, such as sexually explicit content, or content that promotes
obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind
against any group or individual;
5.
harasses or advocates harassment of
another person;
6.
involves the transmission of "junk
mail", "chain letters", or unsolicited mass mailing or "spamming"
or messages using sunsadhan’s communication Platform;
7.
promotes illegal activities or conduct
that is abusive, threatening, obscene, defamatory or libellous;
8.
infringes upon or violates any third
party's rights including, but not limited to, intellectual property rights,
rights of privacy (including without limitation unauthorized disclosure of a
person's name, email address, physical address or phone number) or rights of
publicity;
9.
promotes an illegal or unauthorized
copy of another person's copyrighted work, such as providing pirated computer
programs or links to them, providing information to circumvent
manufacture-installed copy-protect devices, or providing pirated music or links
to pirated music files;
10.
contains restricted or password-only
access pages, or hidden pages or images (those not linked to or from another
accessible page);
11.
provides material that exploits people
in a sexual, violent or otherwise inappropriate manner or solicits personal
information from anyone;
12.
provides instructional information
about illegal activities such as making or buying illegal weapons, violating
someone's privacy, or providing or creating computer viruses;
13.
contains video, photographs, or images
of another person (with a minor or an adult);
14.
tries to gain unauthorized access or
exceeds the scope of authorized access to the Platform or to profiles, blogs,
communities, account information, bulletins, friend request, or other areas of
the Platform or solicits passwords or personal identifying information for
commercial or unlawful purposes from other Users;
15.
engages in commercial activities and/or
sales without prior written consent such as contests, sweepstakes, barter,
advertising and pyramid schemes, or the buying or selling of
"virtual" products related to the Platform. Throughout this Terms of
Use, sunsadhan's prior written consent means a communication coming from sunsadhan's
Legal Department, specifically in response to your request, and specifically
addressing the activity or conduct for which you seek authorization;
16.
solicits gambling or engages in any
gambling activity which, in sole discretion, believes is or could be construed
as being illegal;
17.
interferes with another user’s use and
enjoyment of the Platform or enjoyment of any similar Services;
18.
refers to any website or URL that, in
sole discretion, contains material that is inappropriate for the Platform or
any other website, contains content that would be prohibited or violates the
letter or spirit of these Terms;
19.
harm minors in any way;
20.
infringes any patent, trademark, copyright
or other proprietary rights or third party's trade secrets or rights of
publicity or privacy or shall not be fraudulent or involve the sale of
counterfeit or stolen products;
21.
violates any law for the time being in
force;
22.
deceives or misleads the addressee/
users about the origin of such messages or communicates any information which
is grossly offensive or menacing in nature or knowingly and intentionally
communicates any information which is patently false or misleading in nature
but may reasonably be perceived as a fact;
23.
impersonate another person;
24.
contains software viruses or any other
computer code, files or programs designed to interrupt, destroy or limit the
functionality of any computer resource; or contains any trojan horses, worms,
time bombs, cancel-bots, easter eggs or other computer programming routines
that may damage, detrimentally interfere with, diminish value of,
surreptitiously intercept or expropriate any system, data or personal
information;
25.
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 any
other nation.
26.
shall not be false, inaccurate or
misleading;
27.
shall not, directly or indirectly,
offer, attempt to offer, trade or attempt to trade in any item, the dealing of
which is prohibited or restricted in any manner under the provisions of any
applicable law, rule, regulation or guideline for the time being in force.
28.
shall not create liability for sunsadhan
or cause sunsadhan to lose (in whole or in part) the Services of our internet
service provider ("ISPs") or other suppliers.
29.
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 any injury to any
person.
b.
You shall not use any
"deep-link", "page-scrape", "robot", "spider"
or other automatic device, program, algorithm or methodology, or any similar or
equivalent manual process, to access, acquire, copy or monitor any portion of
the Platform or any content on the Platform, or in any way reproduce or
circumvent the navigational structure or presentation of the Platform or any
content on the Platform, to obtain or attempt to obtain any materials,
documents or information through any means not purposely made available through
the Platform. sunsadhan reserves its right to bar any such activity.
c.
You shall not make any defamatory or
denigrating statement(s) about sunsadhan, or our brand name or domain name used
by sunsadhan including the terms sunsadhan, sunsadhan Express, sunsadhan.com,
or otherwise act in any manner that might tarnish the reputation or standing,
of sunsadhan or Users on the Platform or otherwise tarnish or dilute any of sunsadhan’s
trademarks, service marks, trading name, or the goodwill associated with them.
d.
You shall at all times ensure full
compliance with the applicable provisions of the Information Technology Act,
2000 and rules thereunder as applicable and as amended from time to time.
e.
User shall not attempt to gain
unauthorized access to any portion or feature of the Platform, or any other
systems or networks connected to the Platform or to any server, computer,
network, or to any of the Services offered on or through the Platform, by
hacking, password "mining" or any other illegitimate means.
f.
Unless expressly permitted, User shall
not probe, scan or test the vulnerability of the Platform or any network
connected to the Platform nor breach the security or authentication measures on
the Platform or any network connected to the Platform. User shall not reverse
look-up, trace or seek to trace any information on any other User of or visitor
to Platform, or any other User, including any account on the Platform not owned
by User, to its source, or exploit the Platform or any service or information
made available or offered by or through the Platform, in any way where the
purpose is to reveal any information, including but not limited to personal
identification or information, other than User’s own information, as provided
for by the Platform.
g.
Each User agrees to indemnify sunsadhan,
its affiliates, directors, employees, agents and representatives and to hold
them harmless, from any and all damages, losses, claims and liabilities
(including legal costs on a full indemnity basis) which may arise from or in
connection with: (i) your submission, posting or display of any User Content;
(ii) from your use of the Platform or Services; (iii) from your breach of the
Terms or breach of any applicable laws, including tax laws; (iv) any service
availed by you from a third party service provider using any dispute
inter-se Users; and/or (vi) your negligence or wilful misconduct.
vii.
Each User shall at all times, adhere to
our Code of Conduct available at https://sunsadhan.com/pages/code-of-conduct/md,
while discharging its obligations under the Terms.
7.
BREACHES AND SUSPENSION
i.
If any User breaches any Terms, or if sunsadhan
has reasonable grounds to believe that a User is in breach of any Terms, or
could subject sunsadhan or its affiliates to liability, or is otherwise found
inappropriate or unlawful in sunsadhan’s opinion, sunsadhan shall have the
right to take such disciplinary actions as it deems appropriate, including
without limitation:
a.
suspending or terminating the User’s
account and any and all accounts determined to be related to such account by sunsadhan
in its discretion;
b.
blocking, restricting, downgrading,
suspending or terminating the subscription of, access to, or current or future
use of any Service;
c.
removing any product listings or other
User Content that the User has submitted, posted or displayed;
d.
withhold settlement of payments by sunsadhan
to the User;
e.
any other corrective actions,
discipline or penalties as sunsadhan may deem necessary or appropriate in its
sole discretion.
ii.
sunsadhan does not pre-screen any
content or information posted, published or transmitted on the Platform by the
users and sunsadhan is under no obligation to pre-screen any such content or
information. However, sunsadhan may at its discretion and/or in accordance with
applicable law may voluntarily take down any content or information posted by
you on the Platform and if sunsadhan determines that any content or information
is in violation of these Terms, sunsadhan may remove such content or
information from the Platform without notice. Such actions do not in any manner
negate or dilute sunsadhan’s position as an intermediary or impose any
liability on sunsadhan with respect to content or information posted, published
or transmitted by users on the Platform.
iii.
Notwithstanding anything contained
herein these Terms, sunsadhan may with or without notice and in its sole
discretion be entitled to suspend, reduce visibility of the product listings,
de-activate, or de-list any product listings or User’s account for any reasons,
including without limitation, economic constraints, operational difficulties,
financial implications, usage behaviour of the User on the Platform,
performance of the User on the Platform, etc.
iv.
In the event a User becomes inactive or
if no transaction is noticed by sunsadhan, in such a case sunsadhan reserves
its right to delist, deactivate or suspend a User’s account in its sole discretion,
with or without giving any notice to the User.
v.
sunsadhan reserves the right to
cooperate fully with governmental authorities, private investigators, injured
third parties in the investigation of any suspected criminal or civil
wrongdoing and/or any third parties alleging a claim against you. Further, sunsadhan
may disclose the User's identity and contact information, if requested by any
third party, government or law enforcement body, an injured third party, or as
a result of a subpoena or other legal action.
vi.
If it comes to the knowledge of sunsadhan
or sunsadhan reasonably believes that any User has availed any Services to
obtain any product/service for its personal use or consumption or for any
purpose other than a commercial purpose, sunsadhan shall have the right in its
sole discretion, without intimation to the User, to take action such as but not
limited to suspending or terminating the User’s account and any and all
accounts determined to be relation to such account.
8.
TRANSACTIONS BETWEEN BUYER AND SELLER
i.
sunsadhan is merely a facilitator and
is not and cannot be a party to or control in any manner any advertisement,
exhibition, making available, offer to sell or transactions of sale or purchase
on the Platform.
ii.
When a product is listed for sale on
the Platform by a Seller, products sold to Buyer by the Seller will be governed
by the bipartite contractual arrangement entered into directly between the
Buyer and the Seller. Buyer agrees that sunsadhan cannot and does not confirm
each Seller’s purported identity. sunsadhan encourages Buyers to exercise
discretion and caution while dealing with various Sellers.
iii.
User further acknowledges and
undertakes that it shall use the Platform or Services only for its lawful
business purposes. Buyer agrees to purchase the products from the Seller
for further resale or commercial purpose and shall not use the products
purchased for your personal use or consumption.
iv.
For any Services, sunsadhan does not
represent either the Seller or the Buyer in specific transactions. sunsadhan
does not control and is not liable to or responsible for the quality, safety,
suitability of products, lawfulness or availability of the products or services
offered for sale on the Platform, or the ability of the Seller to complete a
sale or the ability of Buyers to complete a purchase. sunsadhan does not
implicitly or explicitly support or endorse the sale or purchase of any
products on the Platform. At no time shall any right, title or interest in the
products sold through or displayed on the Platform vest with sunsadhan nor
shall sunsadhan have any obligations or liabilities in respect of any
transactions on the Platform.
v.
Each User acknowledges that it is fully
assuming the risks of conducting any purchase and sale transactions
(hereinafter referred to as “Transaction Risk”) in connection with
using the Platform or Services, and that it is fully assuming the risks of
liability or harm of any kind in connection with subsequent activity of any
kind relating to products or services that are the subject of transactions
using the Platform. User acknowledges and undertakes that it is
transacting on the Platform at its own risk and is using its best and prudent
judgment before entering into any transactions through the Platform.
vi.
sunsadhan shall neither be
liable nor responsible for any actions or inactions of the User nor
any breach of conditions, representations or warranties of the products and
hereby expressly disclaims any and all responsibility and liability in that
regard. sunsadhan shall not mediate or resolve any dispute or disagreement
between Buyer and the Seller of the products or any third party that is
rendering services to you.
vii.
In the event that any User has a
dispute with any party to a transaction such User agrees to release and
indemnify sunsadhan (and our agents, affiliates, directors, officers and
employees) from all claims, demands, actions, proceedings, costs, expenses and
damages (including without limitation any actual, special, incidental or
consequential damages) arising out of or in connection with such transaction.
This clause shall also apply to any services opted for by the User by accessing
any link from sunsadhan site to avail of any independent services related to
the transaction of buy-sell conducted on the Platform from any third party.
viii.
We do not make any representations
pertaining to the information, content, products included on or delivery of the
products or otherwise made available to User and User acknowledges that we are
only acting as an intermediary between the Buyer and the Seller. User hereby
further agrees, acknowledges and confirms that we are not responsible in any
way for the products purchased by the Buyer from the Seller and it is
explicitly agreed by the User that we will not in any way, under any
circumstances whatsoever, be responsible or held liable for products purchased
by Buyer from the Seller and/or in relation to any issue and/or dispute
thereof. User hereby further agrees, acknowledges and confirms that under the
aforesaid circumstances Buyer’s only recourse will be against the Seller and we
will not be made a party to any such issue and/or dispute between the Seller
and the Buyer.
ix.
The User(s) shall be solely responsible
for obtaining all necessary third party licenses and permissions (if any
required under applicable law) regarding the right and authority (if required
under applicable laws) to re-sell, trade, re-distribute or export or offer to
sell, trade the products or services and such sale, trade, distribution or
export or offer does not violate any applicable laws.
9.
LIMITATION OF LIABILITY AND INDEMNITY
i.
To the maximum extent permitted by law,
the Services provided by sunsadhan on or through the Platform are provided
"as is", "as available" and “with all faults” ,
and sunsadhan hereby expressly disclaims any and all warranties, express or
implied, including but not limited to, any warranties of condition, quality,
durability, performance, accuracy, reliability, merchantability or fitness for
a particular purpose. All such warranties, representations, conditions, and
undertakings are hereby excluded.
ii.
To the maximum extent permitted by law,
sunsadhan makes no representations or warranties about the validity, accuracy,
correctness, reliability, quality, stability, completeness or accurateness of
any information provided on or through the Platform; sunsadhan does not
represent or warrant that the manufacture, importation, export, distribution,
offer, display, purchase, sale and/or use of products or services offered or
displayed on the platform does not violate any third party rights; and sunsadhan
makes no representations or warranties of any kind concerning any product or
service offered or displayed on the platform. Except as provided herein, to the
fullest extent permissible by applicable law, the aggregate liability of sunsadhan
for any claims that may arise in connection with these terms shall not exceed
an amount of INR 1000/-.
iii.
Under no circumstances will sunsadhan
be liable for any consequential, incidental, special, exemplary or punitive
damages, including but not limited to any lost profits that result from your
purchase of any products on platform or any services availed, even if sunsadhan
has been advised of the possibility of such damages.
10.
FORCE MAJEURE
i.
Under no circumstances shall sunsadhan
be held liable for any losses, delay or failure or disruption of the content or
services delivered through the Platform resulting directly or indirectly from
acts of nature, forces or causes beyond our reasonable control, including
without limitation, internet failures, computer, telecommunications or any
other equipment failures, electrical power failures, strikes, labour disputes,
riots, insurrections, civil disturbances, shortages of labour or materials,
fires, flood, storms, explosions, acts of God, war, governmental actions,
epidemics, pandemics, curfews, lock-down, orders of domestic or foreign courts
or tribunals or non-performance of third parties.
11.
INTELLECTUAL PROPERTY RIGHTS
i.
sunsadhan is the sole owner or lawful
licensee of all the rights and interests in the Platform and the Platform
Content. All title, ownership and intellectual property rights in the Platform
and Platform Content shall remain with sunsadhan or licensors of the Platform
Content, as the case may be. All rights not otherwise claimed under the Terms
or by sunsadhan are hereby reserved.
ii.
"sunsadhan" and any other
related icons and logos are registered trademarks of Yaksha Prashna Samadhaan
OPC Private Limited, in various jurisdictions and are protected under
applicable copyright, trademark and other proprietary rights laws. The
unauthorized copying, modification, use or publication of these marks is
strictly prohibited.
iii.
sunsadhan may, at its sole discretion, permit
the User(s) of the Platform, in writing, to use “sunsadhan” and any other
related icons and logos for indicative purposes in the form and manner and
terms and conditions as maybe agreed by sunsadhan.
iv.
All text, graphics, photographs,
trademarks, logos, and artwork available or accessible on the Platform are
third party user generated content and sunsadhan has no control over such
third-party user generated content as sunsadhan is merely an intermediary for
the purposes of these Terms.
v.
You shall be solely responsible for any
content or information posted or transmitted on the Platform and shall
indemnify sunsadhan against any claim or liability arising from any content or
information posted or transmitted by You on the Platform. Any content or
information such as but not limited to images, text, videos posted or
transmitted on the Platform shall be licenced to sunsadhan by the User
uploading such content and sunsadhan shall have the worldwide, fully paid-up,
perpetual and transferable licence in such content or information for the purposes
of its use on the Platform and for any purposes sunsadhan deems fit. You shall
not be entitled to any payment or compensation for any usage of the content by sunsadhan.
12.
NOTICES
i.
All legal notices or demands to or upon
sunsadhan shall be made in writing and sent to sunsadhan personally, by
courier, certified mail, or facsimile to the following entity and address: Yaksha
Prashna Samadhaan OPC Private Limited, Attn: Legal Department. The notices
shall be effective when they are received by sunsadhan in any of the
above-mentioned manner.
ii.
All legal notices or demands to or upon
a User shall be effective if either delivered personally, sent by courier,
certified mail, by facsimile or email to the last-known correspondence, fax or
email address provided by the User to sunsadhan, or SMS, WhatsApp messages, or
in-app notifications, or by posting such notice or demand on an area of the
Platform that is publicly accessible without a charge or through such other
mode of communication as sunsadhan may deem fit in its discretion. Notice to a
User shall be deemed to be received by such User if and when, a) sunsadhan is
able to demonstrate that communication, whether in physical or electronic form,
has been sent to such User, or b) immediately upon sunsadhan posting such
notice on an area of the Platform that is accessible by the User or publicly
accessible without charge.
13.
MISCELLANEOUS PROVISIONS
i.
Unless otherwise communicated to you by
sunsadhan, the Terms (including its sections as may be applicable to the Seller
or Buyer) constitute the entire agreement between User and sunsadhan and govern
the User’s use of the Platform and any of the Services. The Terms shall
supersede any prior written or oral agreements that you may have had in
relation to the use of the Platform and any of the Services.
ii.
Unless stated otherwise, we will be
your one stop solution for all the services (except credit) on the Platform
with effect from 00:00 hours on 1st October 2020 (“Cut-Off Date”), and
any new transactions on the Platform shall be governed by these Terms. It is
clarified that, any transaction made by you on the Platform before the Cut-Off Date
shall be governed by your arrangements with the relevant parties (i.e., third
party service providers) as existing prior to the Cut Off Date. The erstwhile
terms of use are available here.
iii.
sunsadhan and User are independent
contractors, and no agency, partnership, joint venture, employee-employer
relationship is intended or created by the Terms. The relationship between you
and us is one of independent contractors, and nothing contained in these Terms
will be construed to (a) give either party the power to direct and control the
day-to-day activities of the other, (b) constitute the parties as partners,
joint ventures, co-owners or otherwise as participants in a joint or common
undertaking, or (c) allow you to create or assume any obligation on our behalf
for any purpose whatsoever.
iv.
If any provision of the Terms is held
to be invalid or unenforceable, such provision shall be deleted and the
remaining provisions shall remain valid and be enforced.
v.
sunsadhan’s failure to enforce any
right or failure to act with respect to any breach by User under the Terms will
not constitute a waiver of that right nor a waiver of sunsadhan’s right to act
with respect to subsequent or similar breaches.
vi.
sunsadhan shall have the right to
assign the Terms (including all of our rights, titles, benefits, interests, and
obligations and duties in the Terms to any person or entity (including any
affiliates of sunsadhan). User may not assign, in whole or part, the Terms to
any third party or person.
vii.
The Terms shall be governed by the laws
of India and the parties to the Terms agree to submit to the exclusive jurisdiction
of the courts of Gwalior, Madhya Pradesh, India.
14.
GRIEVANCE MECHANISM
A.
The User may submit any grievance with
respect to the Platform or the Services, including with respect to any abuse on
the Platform and/or any discrepancies or grievances with respect to processing
of information to the Grievance Officer at the contact details mentioned in
14(B). We will endeavour to resolve your grievances and concerns within
timelines as mentioned under applicable laws.
B. GRIEVANCE
OFFICER
Grievance
Officer,
Yaksha
Prashna Samadhaan OPC Private Limited,
B-902, Keshar Apartment, RaceCourse Road, Gwalior MP 474011
Email-
yakshaprashna1@gmail.com
Time:
Mon - Sat (10:00 AM - 07:00 PM)
II.
BUYER TERMS
The
provisions of this section II shall be applicable only to Buyer(s). These Buyer
Terms shall be read in conjunction with the General Terms and in the event of
any conflict between the General Terms and Buyer Terms, the provisions of Buyer
Terms shall supersede and prevail.
1.
DEFINITIONS
For
the purposes of this Section, the following capitalised terms shall have the
following meaning:
.
“Buyer” shall
have the meaning as ascribed under the General Terms. For the ease of
reference, the terms ‘you’, ‘your’ under this section have also been used to
refer to the Buyer.
i.
“Consignee” shall
mean the Buyer or any person named in the Delivery Note or any of his/her
representatives that takes the delivery of Shipment being transported.
ii.
“Dangerous Goods” includes
products that are or may become of a dangerous, hazardous, inflammable, radioactive,
or damaging nature, products liable to taint or affect other products and
products likely to harbor or encourage vermin or other pests.
iii.
“Delivery Note” shall
mean the waybill containing the essential information (as determined by us on
our sole discretion) required for the performance of the logistics services,
including name, delivery address and contact number (if applicable) of the
Buyer or the designated recipient of the Shipment, description of the contents
of the Shipment (if applicable) and COD details (if applicable).
iv.
“Logistics Services” means
the shipping, delivery, including cash on delivery (“COD”) and other
allied services provided by us to you pursuant to these Buyer Terms.
v.
“Order(s)” shall
mean order placed by Buyer for purchasing Products from the Seller on the
Platform.
vi.
“Order Detail(s)” shall
mean the details relating to the Order, including without limitation, the
description of Products, details of the Seller and the Buyer, date of order
placement, total amount payable by the Buyer, delivery date, mode of payment,
unique order number (AWB number) etc.
vii.
“Product(s)” shall
mean goods of any categories (other than Dangerous Goods).
viii.
“Shipment(s) / Consignment(s)” means
all Products (excluding documents) that travel under one Delivery Note and
which may be carried by any means we choose in our discretion, including air,
road or any other carrier.
2.
BUYER’S RESPONSIBILITIES,
REPRESENTATIONS AND WARRANTIES
.
You represent, warrant and agree that:
a.
you are a lawfully incorporated
business entity and are fully able and competent to understand and agree to the
Terms;
b.
you have full power and authority to
accept the Terms, to grant the license and authorization (if applicable) and to
perform the obligations hereunder;
c.
you will use the Platform and Services
for business purposes only;
d.
you will not use or access the Platform
for your personal purposes and any Products that you purchase shall be for
commercial purposes and not for personal consumption;
e.
the address you provide when
registering your account on the Platform is the Buyer place of business of your
business entity;
f.
your business is validly existing and
incorporated / established as per the provisions of applicable laws;
g.
you shall comply with all applicable
laws while using and accessing the Platform;
h.
you and Products or services provided
by you on the Platform (if any) comply with applicable laws;
i.
you shall be solely responsible for
obtaining all necessary third party licenses and permissions (if any required)
regarding any User Content that you submit, post or display;
j.
any User Content that Buyer submits,
posts or displays does not infringe or violate any of the copyright, patent,
trademark, trade name, trade secrets or any other personal or proprietary
rights of any third party.
i.
Buyer will be required to provide
information or material about Buyer’s entity, its business, services or
products as part of the registration process on the Platform or your use of any
Service or the Buyer account and such information may be required to be
furnished by sunsadhan from time to time. Buyer represents, warrants and agrees
that:
a.
such information and material whether
submitted during the registration process or thereafter throughout the
continuation of the use of the Platform or any Services is true, accurate,
current and complete; and
b.
Buyer will maintain and promptly amend
all information and material to keep it true, accurate, current and complete.
ii.
Buyer may be required to promptly
furnish additional documents or information as and when requested by sunsadhan
to continue using and accessing the Platform and availing the Services. Buyer
agrees to promptly provide such additional documents and information, failing sunsadhan
reserves its right to take appropriate measures as set out under Clause 7
(Breaches and Suspension) of the General Terms.
iii.
Buyer consents to the inclusion of the
contact information about Buyer in sunsadhan’s database and usage of the same
as per sunsadhan’s privacy policy.
iv.
PAYMENTS BY BUYERS
i.
Upon placing the Order on Platform,
Buyer can opt to make payment for the Products purchased by using any of the
modes of payment made available by us on the Platform, from time to time.
However, it is pertinent to note and is hereby clarified that if the Buyer opts
to make payments through any such mode made available by us or any third-party
engaged by us for this purpose then we or the third-party engaged by us for the
same shall only act in a fiduciary capacity.
ii.
At the time of placing the Order to
purchase Products from Seller on Platform, we may in our sole discretion
require Buyer to pay a token amount equivalent to a certain percentage of the
value of the Product(s) purchased from the Seller (“Token Amount”). Such
Token Amount payable by the Buyer shall in no event exceed the transaction
amount for an Order. The Token Amount shall be non-interest bearing and shall
be held in trust by us. This Token Amount shall be adjusted from payment
received from the Buyer against the order delivered. In the event of any
cancellation of the Order by the Buyer, once the order has been marked ‘ready
to ship’ or is marked as Undelivered Shipment as defined under the Undelivered
Shipment Policy by the Seller, we may in our sole
discretion either:
a.
Deduct a ‘Cancellation Penalty Fee’ and
refund the remaining Token Amount to the Buyer; or
b.
forfeit the Token Amount as
Cancellation Penalty;
You
agree and acknowledge that our decision in this regard shall be final and
binding. If you do not agree to the above, you may choose not to transact on
the Platform. If you continue to transact on the Platform, it shall be deemed
that you have agreed and accepted the above terms.
iii.
Buyer acknowledges that it is solely
responsible for the transactions / payments made to the Seller for the Products
purchased by the Buyer. Buyer acknowledges and agrees that we are acting merely
as a payment collector and shall take no responsibility as to the legality of
any payment transaction between the Seller and the Buyer. We do not have any
obligation, responsibility or liability to verify any transactions
authenticated and/or authorised by the Buyer or its payment instructions.
iv.
We will transmit the payments for the
Orders received from the Buyer in the manner as set forth under the settlement
process of Seller Terms. You hereby agree to be bound by the applicable
provisions of the Seller Terms in this regard and agree not to raise any
dispute with respect to the manner of settlement by sunsadhan.
v.
You hereby consent and agree to comply
with guidelines, instructions, requests, etc., as maybe made by us or third
party banks or financial institutions, as the case may be or a payment system
provider from time to time, in relation to making payments on the Platform.
vi.
Buyer hereby acknowledges and agrees
that we shall not be liable for failure of any transaction undertaken on
Platform for any reason whatsoever including but not limited to non-performance
or omission or commission on the part of Seller, deficiency of service and/or
Products delivered, technical errors on the Platform. You further acknowledge
that we shall not be responsible, in any manner whatsoever, for any loss
incurred by you for a failed / incomplete transaction undertaken by you on the
Platform.
vii.
In case of an occurrence of a
chargeback event, we reserve our right to withhold the settlements to Seller,
pending enquiries by the banks or any regulatory body till the resolution of
such issues.
viii.
Buyer shall comply with all the
applicable regulations/ laws in relation to cash transaction as stipulated
under the applicable tax laws.
ix.
Any refunds shall be subject to the
Return Shipments Policy and Undelivered Shipment Policy. Refunds shall be
processed in the same manner as they are received. Refund amount will reflect
in the Buyer’s bank account based on respective banks policies.
x.
If you avail service from any third
party service provider using the Platform, upon receipt of instruction from
such third party service provider, you agree and authorise us to remit and
settle such collected payments (after deduction of our fees (if any) and any
other charges or taxes applicable under tax laws) to the designated bank
account of the third party service provider within such timelines as mentioned
in the settlement process of Seller Terms. You agree and acknowledge that no
separate authorisation will be required by us to collect and transfer payment
to such third-party service provider.
v.
LOGISTICS SERVICES
.
We reserve the right to engage the
services of third-party service providers to provide the Logistics Services to
you. It is hereby clarified that so far as the collection of payments are
concerned, such third party shall act in a fiduciary capacity solely for the
purposes of collection of payment from you.
i.
Upon receipt of order for Logistics
Services from you, we shall pick up the Shipment from the location as
communicated to us by the Seller and deliver the same to the location as
designated by you. You agree that the title and risk in the Shipment shall pass
onto you at the time the Shipment is picked up by us.
ii.
Upon receipt of Shipment from the
Seller, we will use our best endeavours to deliver the Shipment(s) to the
Consignee to the delivery address and designated recipient in the Delivery
Note. For the avoidance of doubt, the designated recipient may not be the
Buyer. We will not verify the identification of the person receiving the
Shipment at the designated delivery address, however, we will obtain the
signature of recipient of the Shipment on the Delivery Note. The Buyer hereby
authorises us to contact the Buyer, at any given point of time, by way of calls
or SMS or any other method of messaging (Example: WhatsApp) for transactional
purposes including but not limited to order confirmations and/or delivering the
Order(s).
iii.
At the time of placing the Order, if
the Buyer chooses the option, pay ‘cash on delivery’, we will collect the
amount pertaining to the Order at the time of delivery of the Products to the
Consignee. The cash collected against the Order at the time of delivery of the
Shipment where cash on delivery option is chosen by the Buyer or where the
amount against the Order is pre- paid by the Buyer shall be settled and
remitted to the Seller in accordance with the settlement process as set out in
the Seller Terms. It is further clarified that if such payments are collected
by a third-party service provider, then such third party shall act in a
fiduciary capacity solely for the purposes of collection of payment from you.
iv.
Shipment which contain Dangerous Goods
or such goods that are expressly prohibited by the railway/airport authority or
any other transport agency or government authority or any other law or
regulation that may be applicable, shall not be accepted by us for delivery.
v.
Shipment addressed to a post box number
or with incomplete address will not be delivered by us and the same will be
rejected by us.
vi.
We reserve our right to weigh and
measure the Shipment at our own weighing centers and in the event of any
discrepancy, additional charges may be levied on the Shipment. Any decision by
us with respect to any inaccuracy in the information or discrepancy in weight
shall be final and you hereby authorize us to determine the accurate weight on
your behalf.
vii.
We shall not be liable for any loss
arising due to confiscation of Shipments by any government agencies due to lack
of proper documents or inaccurate information provided to us.
viii.
Consignee(s) are required to behave
properly with the pickup and delivery associates of sunsadhan. Any
misbehaviour, unprofessional conduct, verbal and physical abuse is prohibited
and will be considered as a violation of these Terms. sunsadhan reserves the
right to suspend your use or access to the Platform in its sole discretion if
deemed that a Buyer is in violation of this clause.
ix.
Shipments shall be delivered on ‘as is’
basis and unless agreed otherwise, we are under no obligation to inspect the
contents of the Shipment. However, we may, in our sole discretion, at any time
and without notice to you, inspect the contents of Shipment to ensure
compliance to these Terms.
x.
We do not provide any open box delivery
for any of the Shipments.
xi.
Every effort will be made to adhere to
the delivery schedule, however, the Shipment may be delayed due to
circumstances beyond our reasonable control or due to any force majeure event.
xii.
If the performance of our obligations,
in our reasonable opinion is or is likely to be affected by any hindrance,
risk, delay, difficulty, or disadvantage whatsoever and which cannot be avoided
by our reasonable endeavours, we may, on giving notice in writing to you or
without notice where it is not reasonably possible to give such notice, place
the Shipment or any part of them at any place which we may deem safe and convenient.
We may in our sole discretion charge additional costs of carriage to, and
delivery and keep at, such place and all other expenses incurred by us in this
regard and such additional costs will be as displayed on the Platform.
xiii.
If you avail shipping and delivery
services directly from the Seller, you agree that such provision of service
shall be governed by way of a separate arrangement between you and the Seller.
You agree not to hold us liable in any manner whatsoever for any deficiency in
provision of such shipping and delivery services by the Seller and we disclaim
all liabilities in this regard.
vi.
UNDELIVERED SHIPMENT
You
acknowledge that a delivery failure may occur for various reasons, as set out
under the Undelivered Shipment Policy. In relation to the Undelivered Shipments
(as defined under the Undelivered Shipment Policy), you agree to be bound by
the provisions of the Undelivered Shipment Policy which can be accessed here.
vii.
RETURNS
In
case of any Return Request (as defined under the Return Shipments Policy), you
agree to be bound by the provisions of the Return Shipments Policy which can be
accessed here.
viii.
LIEN
We
shall have a general and particular lien on the goods and other contents of
Shipments and all documents relating thereto in an event of the default by you
in the payment of sums of whatever nature due and payable by you to us
including, without limitation, charge for attending, co-operating, reporting,
fumigating, devanning, restoring, storing or reconditioning and/or all expenses
incurred for the benefit or protection of the Shipments, and also for any
payments, duties, fines or other expenses including but not limited to interest
and legal costs and expenses, due at any time to us from you. If any amount due
and payable by you to us is not paid, upon the giving of fifteen (15) calendar
days prior written notice, we may, at our absolute discretion and without
notice, suspend or cease providing all or any part of the Logistics Services
without any liability whatsoever to you or any third party and, at our absolute
discretion, may proceed to sell the Shipments in the manner which we may deem
fit. Our rights are reserved for any shortfall subsequent to the disposal of
the Shipments.
ix.
FEES AND CHARGES
.
We will charge the Buyer for providing
Logistics Services and unless otherwise stated, all such charges shall be
exclusive of Goods and Service Tax. The charges payable for availing the
Logistics Services will be displayed in the Rate Card section of the Platform
and the same may be modified or amended, from time to time, solely in our
discretion without any notice thereof. It shall be Buyer’s duty to routinely
check on such charges. In the event the Buyer continues to avail the Logistics
Services from us, it shall be deemed that the Buyer agrees to such change in
charges.
i.
Any taxes, duties, or levies applicable
on entry or any other charges levied by any central/state/local authorities
wherever applicable shall be extra and Buyer will be liable to pay the same.
ii.
The charges shall be subject to
applicable taxes, as per prevailing applicable laws. Buyer shall deduct income
tax as applicable against the amounts payable to sunsadhan if required by
applicable law, except to the extent where sunsadhan submits a nil/reduced
withholding certificate. Buyer shall remit the withholding taxes to the
relevant tax authorities and enable sunsadhan to claim a tax credit by
providing an appropriate and timely certificate of withholding as stipulated
under the applicable law.
iii.
For any additional services availed by
the Buyer from sunsadhan, sunsadhan will charge additional charges for any such
additional services. sunsadhan may enter into a separate bi-partite contractual
arrangement with the Buyer for provisioning of such additional services to the
Buyer. sunsadhan reserves its right to levy penalty or late payment charges in
case of delay by the Buyer in clearing any dues payable to sunsadhan
x.
LIMITATION OF LIABILITY AND INDEMNITY
We
shall not have any liability whatsoever for any claims arising from: (a) any of
your acts or omissions; (b) compliance with the instructions given by you or
any person acting on your behalf; (c) an act or order of any government
authority; (d) the insufficiency of the packing or labelling of Shipment; (e)
the nature, description, or contents of the Shipment; (f) any force majeure
event; (g) any cause which we could not avoid and the consequences whereof we
could not prevent by the exercise of reasonable diligence; and/or (h) any
dispute or claims between the Seller and the Buyer including without limitation
relating to the Shipment or Products hereunder.
xi.
CUSTOMER ACQUISITION PROGRAM
Sunsadhan
is running a customer acquisition program for Buyers to service sunsadhan’s
customers in locations where sunsadhan is unserviceable for certain additional
benefits (“Customer Acquisition Program”). All Buyers who are interested
in to be a part of this Customer Acquisition Program should contact its
respective field executives. The selection of Buyers for the Customer
Acquisition Program shall be basis the qualification to the terms and conditions
introduced by sunsadhan in this regard from time to time.
3.
SELLER TERMS
The
provision of this Section III shall be applicable only to a Seller(s). These
Seller Terms shall be read in conjunction with the General Terms and in the
event of any conflict between the General Terms and Seller Terms, the terms of
Seller Terms shall supersede and prevail.
0.
DEFINITIONS
For
the purposes of this Section, the following capitalised terms shall have the
following meaning:
.
“Dangerous Goods” includes
products that are or may become of a dangerous, hazardous, inflammable,
radioactive, or damaging nature, products liable to taint or affect other
products and products likely to harbor or encourage vermin or other pests.
i.
“Delivery Note” shall
mean the waybill containing the essential information (as determined by us on
our sole discretion) required for the performance of the logistics services,
including name, delivery address and contact number (if applicable) of the
Buyer or the designated recipient of the Shipment, description of the contents
of the Shipment (if applicable) and COD details (if applicable).
ii.
“Order(s)” shall
mean order placed by Buyer for purchasing Products from the Seller on the
Platform.
iii.
“Payment and Settlement Services” shall
mean remittance and settlement of any and all payments collected by sunsadhan
from the Buyer or third party paying on behalf of the Buyer, pursuant to an
order placed by a Buyer on the Platform, to the designated bank accounts of the
Seller or any third party upon receipt of instructions from the Seller.
iv.
“Product(s)” shall
mean goods of any categories (other than Dangerous Goods).
v.
“Sales and Distribution Support
Services” or “S&D Services” shall
mean to include the Standard Platform Services, Payment and Settlement
Services, Standard Warehousing Services, goods handling services and other
allied services that may be provided by sunsadhan to support supply chain.
vi.
“Seller” shall
have the meaning ascribed to it under the General Terms. For the ease of
reference, the terms ‘you’, ‘your’ under this section have also been used to
refer to the Seller.
vii.
“Shipment(s) / Consignment(s)” means
all products (excluding documents) that travel under one Delivery Note and
which may be carried by any means we choose in our discretion, including air,
road or any other carrier.
viii.
“Standard Platform Services” shall
mean the use and access of the Platform by the Seller, which includes but not
limited to creation, display and updating of product listings and subsequent
sale transaction by the Seller to the Buyer, in accordance with these Seller
Terms and General Terms.
ix.
“Standard Warehousing Services” shall
include but not be limited to: (a) arranging for the storage of Products of the
Seller; (b) handling Products of the Seller at warehouse(s); (c) tertiary
packaging of the Products for ease of handling, transportation, and temporary
storage of the Products to be shipped to Buyer; (d) performing the
administrative task of printing invoices for the Seller; (d) other ancillary
services as may be mutually agreed between sunsadhan and the Seller; and/or (e)
special access to fulfil Orders from own source.
1.
SELLER’S OBLIGATIONS, REPRESENTATIONS
AND WARRANTIES
.
You represent, warrant and agree that:
.
you are a lawfully incorporated
business entity and are fully able and competent to understand and agree to the
Terms;
a.
you have full power and authority to
accept the Terms, to grant the license and authorization (if applicable) and to
perform the obligations hereunder;
b.
you shall use the Platform and Services
for business purposes only;
c.
you will not use or access the Platform
for your personal purposes and any Products that you may sell are for commercial
purposes and not for personal consumption;
d.
the address you provide when
registering your account on the Platform is the Seller place of business of
your business entity;
e.
your business is validly existing and
incorporated / established as per the provisions of applicable laws;
f.
you shall comply with all applicable
laws while using and accessing the Platform;
g.
you and Products or services provided
by you on the Platform (if any) comply with applicable laws;
h.
you shall be solely responsible for
obtaining all necessary third party licenses and permissions (if any required)
regarding any User Content that you submit, post or display;
i.
any User Content that Seller submits,
posts or displays does not infringe or violate any of the copyright, patent,
trademark, trade name, trade secrets or any other personal or proprietary
rights of any third party (“Third Party Rights”);
j.
you have the right and authority (if
required under applicable laws) to sell, trade, distribute or export or offer
to sell, trade, distribute or export the Products or services described in the User
Content and such sale, trade, distribution or export or offer does not violate
any Third Party Rights;
k.
the description and particulars of the
Consignment (including but not limited to the weight, content, measure,
quality, condition, marks, numbers, and value) are complete and accurate with
all laws, regulations, and requirements that may be applicable;
l.
all information provided by you or
person acting on your behalf relating to the Shipment(s) are complete and
accurate;
m. the
Shipment(s) are properly and sufficiently prepared, packed, stowed, labelled,
and/or marked;
n.
the Shipment(s) are packed in a manner
adequate to withstand normal handling or storing while transporting;
o.
the Shipment(s) are in compliance with
all laws, regulations, and requirements as may be applicable.
i.
Seller will be required to provide
information or material about Seller’s entity, its business or
Products/services as part of the registration process on the Platform or your
use of any Service or the Seller account. Seller represents, warrants and
agrees that:
.
such information and material whether
submitted during the registration process or thereafter throughout the
continuation of the use of the Platform or Service is true, accurate, current
and complete; and
a.
Seller will maintain and promptly amend
all information and material to keep it true, accurate, current and complete.
ii.
Seller may be required to furnish
additional documents or information about products/ services that the Seller
may offer for sale on the Platform in order to authenticate that the Products
offered for sale are genuine and authentic and do not infringe intellectual
property rights or proprietary rights of any third party. Seller agrees to
promptly provide such additional documents and information, failing sunsadhan
reserves its right to take appropriate measures as set out under Clause 7 of
the General Terms.
iii.
Seller consents to the inclusion of the
contact information about Seller in sunsadhan’s database and usage of the same
as per Privacy Policy.
iv.
Seller shall comply with the packaging
guidelines as communicated to the Seller by sunsadhan from time to time. The
said packaging guidelines can be accessed here.
v.
For delivery of Shipments, Seller
hereby authorizes us to carry out the administrative task of printing Delivery
Note containing information with respect to Shipment on its behalf. The Seller
agrees to be solely responsible for any discrepancy or error in the details
mentioned on such Delivery Note and agrees to indemnify us against any such
losses or claims.
vi.
Seller shall ensure that the
Consignment does not contain any letter of communication which will infringe
the Indian Postal Act, 1983 or any other applicable laws. We accept Consignment
in good faith that the Consignment do not contain anything which will infringe
or be in violation of any applicable laws.
vii.
If more than one Consignment is booked
to the same Buyer, Seller must ensure that the full address of the Buyer is
written on all the Consignments.
viii.
Seller shall not enclose cash, digital
currency, high value gift articles, share certificates, travel documents,
Dangerous Goods, explosives, firearms, cattle, or any other product that is
prohibited by applicable laws, in the Shipment. If Dangerous Goods or any goods
that are prohibited by applicable laws are found in the Shipment which
constitute a risk to other goods, property, life or health, such Shipment may
without notice be destroyed or otherwise dealt with at our sole discretion and
at your risk and expense. In this regard, you shall, at all times, fully
indemnify us and hold us harmless against all penalties, claims, damages,
losses, costs and expenses (including but not limited to legal expenses)
whatsoever arising in connection with any such Products.
ix.
Seller shall be solely responsible to
declare the accurate value of the Consignment.
x.
Seller shall ensure that all the
Consignments are provided to us before the specified cut-off-time specified by
us for on time delivery with all the proper documents (in accordance with
applicable laws including but not limited to applicable central, state,
integrated, or Union Territory goods & services tax laws (GST)) required to
ship the Shipments. GST on the Products contained in Shipments and all
applicable statutory tax compliances shall be your sole responsibility and we
shall not be responsible for any losses, damages resulting from any such
non-compliances.
xi.
Seller shall be solely responsible to
ensure that the Consignment is handed over to us within the time slots allotted
to Seller by us. If Seller does not handover the Shipment within the time slot
allotted, then Seller shall be charged extra for second attempt being made by
us to take the Shipment. Such charges will be as displayed on the Platform.
xii.
Sellers are required to behave
professionally with the pickup and delivery associates of sunsadhan. Any
misbehavior, unprofessional conduct, verbal and physical abuse is prohibited
and will be considered as a violation of these Terms. sunsadhan reserves the
right to remove selling privileges in its sole discretion if deemed that a
Seller is in violation of this clause.
xiii.
Seller hereby expressly authorise us
and/ or our third party service providers to undertake insurances for safe
keeping of Products in the warehouses and during transit of Products, as the
case may be, and claim insurance from the relevant insurance company in the
event of loss or damage of Products while in its custody (including transit).
Seller shall have no objection to the payment of claims to us and/or our third
party service providers in the event of a loss.
xiv.
Seller shall be solely responsible to
raise invoices directly on the Buyer for Products sold by the Seller to the
Buyer. In the event any penalty is levied by any governmental or regulatory
authority on us due to Seller’s non-compliance of applicable laws, including
without limitation, non-availability of invoices with the Consignments etc.,
Seller agrees to indemnify us, in this regard for all costs, losses,
liabilities, penalties or expenses that we may have to incur. We shall not
assume any liability for Seller’s failure to comply with this clause.
xv.
In addition to these Terms, the Seller
agrees to be bound by the terms of the Undelivered Shipment Policy and Return
Shipments Policy, as may be amended from time to time, in case of any
undelivered Shipment and return of Shipment respectively.
2.
AUDITS
.
We may in our sole discretion conduct
random audits of the Shipments handed over to us for onward delivery to the
Consignee or Products that are stored in the warehouse by the Seller to ensure
Seller’s adherence to these Terms. Without prejudice to other rights available
to us under these Terms or under applicable laws, if it is found or if we
believe in our reasonable opinion that the Shipment or Products do not comply
with applicable laws and/or do not comply with the packaging guidelines as
communicated by us from time to time, we may in our sole discretion levy
penalty charges, as communicated to you, from time to time or take such other
actions against you as listed under sub clause (ii) below.
i.
We may in our sole discretion be
entitled to do either one or more of the following;
.
issue a warning letter to the Seller;
a.
for any non-compliance from your side
and/or any loss incurred by us in relation to non-inclusion of hard copy of
invoice in the shipment, an amount which is the higher of (a) INR 1000/-
(Rupees One Thousand only), or (b) an amount equal to the total invoice value
of the audited Shipment , or (c) any other amount as specified under applicable
law, shall be levied on the Seller for every such non-compliance;
b.
for any non-compliance other than as
specified in Clause 3(ii)(b) above, an amount which is the higher of (a) 2
(two) times the value of the Product for which the non-compliance is being
identified, or (b) an amount equivalent to the total invoice value, shall be
levied on the Seller for every such non-compliance;
c.
deactivate or suspend a Seller’s
account on the Platform, with or without giving any notice to the Seller;
and/or
d.
such other action which we may deem fit
in our sole discretion
3.
FEES AND CHARGES FOR S&D SERVICES
.
In consideration of the S&D
Services provided by sunsadhan to the Seller, the Seller will be required to
pay a fee (referred to as “Sales and Distribution Support Services Fee” or “S&D
Fee”) to sunsadhan. It is hereby clarified that the S&D Fee shall be
calculated on the total invoice value of the Order.
i.
The applicable Sales and Distribution
Support Services Fee shall be as communicated by sunsadhan to the Seller(s),
from time to time, via the Platform or through such other mode of communication
as may be determined by sunsadhan in its sole discretion. It shall be the
Seller’s responsibility to routinely check on such Sales and Distribution
Support Services Fee. In the event you continue to use the Platform, it shall
be deemed that you have agreed to such change in the Sales and Distribution
Support Services Fee.
ii.
sunsadhan shall issue the invoice for
Sales and Distribution Support Services Fee on the Seller, and the Seller shall
make payment of the same to sunsadhan. Seller agrees that the Seller alone
shall be responsible for ensuring that Sales and Distribution Support Services
Fee is paid to sunsadhan. Seller authorizes sunsadhan to adjust and set off
such Sales and Distribution Support Services Fee from the amount collected or
received by sunsadhan from the Buyer in accordance with the settlement process
set out under the Payment and Settlement Services.
iii.
The Sales and Distribution Support
Services Fee shall be subject to applicable taxes, as per prevailing applicable
laws. Seller shall deduct income tax as applicable against the amounts payable
to sunsadhan if required by applicable law, except to the extent where sunsadhan
submits a nil/reduced withholding certificate. Seller shall remit the
withholding taxes to the relevant tax authorities and enable sunsadhan to claim
a tax credit by providing an appropriate and timely certificate of withholding
as stipulated under the applicable law.
iv.
sunsadhan will charge additional
charges from the Seller for providing any additional services or services that
are not covered under the S&D Services. sunsadhan shall be entitled to
recover/ deduct such additional charges from the amount collected or received
by sunsadhan from the Buyer and Seller hereby authorises sunsadhan to adjust
the charges from the receivable that are due and payable to Seller by sunsadhan.
Such settlement will be done as per the settlement clause set forth under the
Payment and Settlement Services. If required by sunsadhan, sunsadhan may enter
into a separate arrangement with the Seller to provide such additional services
to the Seller.
v.
sunsadhan reserves its right to levy
penalty or late payment charges in case of delay by the Seller in clearing any
dues payable to sunsadhan and/or charge cancellation charges for any
cancellation of Orders by Seller. Seller authorises sunsadhan to adjust /
deduct such penalty amount, late payment charges or cancellation charges from
the receivables that are due and payable by sunsadhan to Seller. Such
settlement will be done in accordance with the settlement process set out in
the Payment and Settlement Services herein.
4.
S&D SERVICES
.
Standard Platform Services
.
You are allowed to list Products(s) for
sale on the Platform subject to your compliance with these Seller Terms. You
must be legally able to sell the Products(s) you list for sale on the Platform.
a.
You must ensure that the listed
product(s) do not infringe upon the intellectual property, trade secret or
other proprietary rights or rights of publicity or privacy rights of third
parties. Listings may only include text descriptions, graphics and pictures
that describe your product for sale.
b.
All listed product(s) must be listed in
an appropriate category on the Platform. All listed Products must be kept in
stock for successful fulfilment of sales. You agree to adhere to the listing
guidelines that may be communicated to you by sunsadhan, from time to time.
c.
The listing description of the product
must not be misleading and must describe actual details and condition of the
product. If the product description does not match the actual condition of the
product, you agree to refund any amounts that you may have received from the
Buyer.
d.
You represent, warrant and agree that
you will avail the Services of the Platform only for the business and
commercial purposes and will not use the Platform for availing and
products/services for personal use or consumption. The Products offered or sold
by you to the Buyer through the Platform shall only be used by the Buyer for
resale or commercial purpose and shall not be for the purposes of personal use
or consumption by the Buyer.
i.
Standard Warehousing Services
.
Upon receipt of request from the
Seller, sunsadhan may provide Standard Warehousing Services. sunsadhan may, at
its discretion, sub-contract all or part of these Standard Warehousing
Services, and/ or shall have the right to use or engage the services of any
third party services provider(s), sub-contractor(s) or agent(s) on such terms
as sunsadhan may deem appropriate, however, sunsadhan shall remain liable to
the Seller for the performance of its obligations to provide Standard
Warehousing Services under these Terms.
a.
sunsadhan shall take all commercially
reasonable security precautions to protect the Products against loss by theft,
or any other damage. Seller hereby expressly authorizes sunsadhan and/ or its
third-party service providers to undertake insurances for safe keeping of
Products in the warehouse and claim insurance from the relevant insurance
company in the event of loss or damage of Products while in its custody
(including in transit). The Seller agrees that it shall have no objection to
the payment of claims by the relevant insurance company to sunsadhan and/or its
third-party service providers in the event of a loss.
b.
sunsadhan shall not be responsible for
the Products that are found to be damaged and/ or not in compliance with the
packaging guidelines and instructions communicated by sunsadhan from time to
time, at the time of handing over or delivery to the warehouse(s) location, as
the case may be. sunsadhan reserves its right to reject acceptance of such
damaged Products and return the Products within such time and in the manner as
per its warehouse Return Shipments Policy.
c.
Upon receipt of Orders by the Seller
and for onward delivery of Products to the Buyers, Seller hereby authorizes sunsadhan
to perform the administrative task of printing invoices and Delivery Note
containing information with respect to Products. Seller undertakes and
acknowledges that sunsadhan shall not assume any responsibility or liability
with respect to any non-compliance of applicable laws in respect of the
invoices or Waybills or other administrative tasks that are performed by sunsadhan
on behalf of the Seller, except for any non-compliance arising from gross negligence
or willful misconduct of sunsadhan. Seller agrees to indemnify sunsadhan in
this regard.
d.
Seller understands and undertakes that
the Standard Warehousing Services and any onward delivery of Products to the
Buyer(s) shall be on ‘as is’ basis i.e., as received from the Seller and in
accordance with the Terms. Seller further understands and acknowledges that sunsadhan
may provide tertiary packaging to the already packed Products that are kept in
the warehouse(s) such that the Products can withstand normal handling and
transportation for safe delivery of the Products to the Buyer(s).
Notwithstanding anything contained herein, Seller shall remain solely liable
for the Products that are stored in the warehouse by the Seller.
e.
Seller shall be solely responsible to procure
and maintain requisite licenses, registrations, and permits under applicable
laws to be entitled to store the Products at the warehouses. In case of
any seizure of Products by any governmental authority due to any non-compliance
of applicable law or failure to procure requisite licenses, registrations, or
permits, Seller agrees to fully indemnify sunsadhan in this regard.
f.
In addition to the representations and
warranties of the Seller elsewhere in the Terms, the Seller represents and
warrants that:
A.
Seller has valid title and legal
possession of the Products stored or intended to be stored in the warehouse(s)
and that the Seller has the legal right and authorization to sell such Products
to the Buyer(s).
B.
it shall not handover any Products to sunsadhan
that are hazardous, inflammable, toxic or prohibited or banned from sale or
Products that are illegal in nature or Products that have been illegally
procured by the Seller.
C.
all information provided by the Seller or
person acting on behalf of the Seller relating to the Products is complete and
accurate;
D.
the Products are properly and
sufficiently prepared, packed, stowed, labelled, and/or marked as per the
guidelines and instructions communicated by sunsadhan, from time to time;
E.
the Products are packed in a manner
adequate to withstand normal handling, storing in the warehouse and/ or storing
while transporting to the Buyer(s),
F.
the Products are in compliance with all
laws, regulations, and requirements, as may be applicable; and
G.
the Products meet all the labelling and
packaging guidelines as prescribed by applicable laws.
g.
Seller shall be solely responsible to
complete all documentation and pay any duties and taxes (if applicable) under
applicable laws. Seller further authorises sunsadhan, if required and
necessary, to pay any duties and taxes (if applicable) on behalf of the Seller
required under applicable laws, to the extent such actions are necessary to
enable sunsadhan to provide Standard Warehousing Services. sunsadhan shall be entitled
to charge, and Seller shall be liable to reimburse and indemnify sunsadhan for,
any such costs, duties and taxes incurred on the Seller’s behalf.
h.
Subject to clause (j) below, Seller
agrees that all Products in the warehouse(s) will remain the property of Seller
until they are delivered by sunsadhan to the Buyer(s) or handed over to the
carrier of the Buyer(s). sunsadhan may in its sole and absolute discretion,
allow the Seller to visit the warehouse(s) to ensure that the Seller’s Products
are stored in a proper manner.
i.
We shall have a general and particular
lien on the Products that are stored in the warehouses by the Seller and all
documents relating thereto in an event of the default by you in the payment of
sums of whatever nature due and payable by you to us including, without
limitation, charge for attending, co-operating, reporting, fumigating,
devanning, restoring, storing or reconditioning and/or all expenses incurred
for the benefit or protection of the Products, and also for any payments,
duties, fines or other expenses including but not limited to interest and legal
costs and expenses, due at any time to us from you. If any amount due and
payable by you to us is not paid, upon the giving of fifteen (15) calendar days
prior written notice, we may, at our absolute discretion and without notice,
suspend or cease providing all or any part of these Standard Warehousing
Services without any liability whatsoever to you or any third party and, at our
absolute discretion, may proceed to sell the Products in any manner we may deem
fit. Our rights are reserved for any shortfall subsequent to the disposal of
such Products.
j.
sunsadhan reserves the right to inspect
the Products and any warehouse(s) in which the Products are stored or located
to ensure the Seller’s compliance with these terms. Seller agrees that sunsadhan
shall have the right but no obligation to inspect the Products stored at the
warehouse(s) and will not be liable for the content, quality or any discrepancy
in the Products supplied or stored by the Seller.
k.
Seller undertakes to indemnify all
losses, penalties, damages, fines of any nature that is caused to sunsadhan due
to breach of covenants of these Terms or due to any misconduct or negligence on
the part of Seller.
l.
Seller agrees that sunsadhan shall have
the right to provide information to regulatory authorities with respect to
Products stored at warehouse(s) and / or any other information that may be
asked or requested by regulatory authorities from the sunsadhan and other third
parties to whom the disclosures are required to be made as may be required on
need be basis.
m. Seller
acknowledges and understands that in the event of any Reverse Shipment (as
defined under the Return Shipments Policy), such Shipments/ Products will be
dealt with in the following manner:
A.
If the Return Request raised by the
Buyer is due to following reasons:
1.
Product(s) is physically damaged or is
defective, including damage to the outer box delivered;
2.
wrong Product(s) or the Product(s) is
not matching the description or specifications mentioned on the listing page on
the Platform;
3.
part of the Order/ Products is found to
be missing due to reasons attributable to the Seller,
then
the Product(s) will be sent to the designated warehouse location of HTPL (from
where the Product(s) was dispatched) or such other location of the Seller.
Once
the Product(s) is received at the designated warehouse location of HTPL, the
Product(s) will be checked for any outer damage and/or any visible tampering to
the packaging and/or any material damages to the Product(s). If the Product(s)
is found to be without any such damages, the Product(s) would be inventorized
in the warehouse by HTPL. However, if the Product(s) are found to be damaged,
and/or tampered with, for reasons attributable to us, the Product(s) will be
retained by HTPL and the order value of such tampered or damaged Product will
be reimbursed to the Seller. In this regard, our decision with respect to the
findings in relation to the damage / tampering of the Product(s) and the order
value to be reimbursed to Seller shall be final and binding on the Seller.
B.
If the Return Request of the Buyer is
for the following reasons:
1.
any manufacturing defect/ functional
defects in the Product(s); or
2.
any quality related issues with respect
to the Product(s);
then
any such Product(s) which are returned by the Buyer will be returned to you,
except where the Products are damaged due to reasons attributable to us. You
shall be obligated to accept such Product(s). HTPL disclaims all responsibility
and liability with respect to any products that are returned by the Buyer and
you agree not to hold HTPL liable for any such claims or disputes or damages
arising out of such return as contemplated herein.
n.
Seller acknowledges and understands
that in the event of any Undelivered Shipment (as defined in the Undelivered
Shipment Policy), we will check the Product(s) for any outer damage and/or any
visible tampering to the packaging and/or any material damages to the Product(s).
If the Product(s) in our reasonable opinion appear not to be damaged or
tampered with, the Product(s) will be inventorized in the warehouse by HTPL.
In
the event, the Product(s) is found to be damaged due to reasons attributable to
us, such Product(s) will be retained by HTPL and the order value/ cost of such
tampered or damaged Product will be reimbursed to you. In this regard, our
decision shall be final and binding on you.
o.
Subject to Clause (n) and (o) above,
any Product(s) that are required to be returned to you will be delivered to you
within 90 days from the date the Product(s) reaches our warehouse location or
such date that maybe communicated to you by HTPL, whichever is later.
p.
Upon receipt of Products as per Clause
(p) above, Seller can raise a dispute within seventy-two (72) hours from the
time of delivery of the Product(s) for the following reasons:
1.
missing products or items (in full or
in part); or
2.
products damaged in transit.
Seller
shall be required to raise a claim/ dispute with respect to the Products that
are returned along with the copy of the delivery note in support of its claim.
For raising a dispute / claim with respect to the Shipment/ Products returned
to you, Seller can reach out to HTPL at help@sunsadhan or via the Platform.
Seller
may be required to provide additional documents/ information in support of its
claim, if requested by HTPL. We will contact you for any such requirement. Our
decision with respect to settlement of the claim/ dispute shall be final and
binding on you and we shall not entertain any further claims once the claim/
dispute has been settled/ resolved. If HTPL finally determines the dispute /
claim in favour of the Seller, the Seller agrees that HTPL or its
sub-contractors shall have the right to collect from Seller’s location such
Products against which the Seller’s dispute / claim has been finally settled by
HTPL and proceed with liquidation of such Products.
q.
Seller acknowledges and understands
that it is solely responsible for any non-conformity or defect in, or any
public or private recall of, any of its Products. Seller shall promptly notify sunsadhan
of any such non-conformity, defect, or public or private recall, or the threat
thereof, and cooperate and assist sunsadhan in connection with any recalls,
including by initiating the procedures for intimating the Buyers in this
regard. Seller will be responsible for all costs and expenses sunsadhan may
incur in connection with any recall or threatened recall of any of the
Products.
r.
Notwithstanding anything to the
contrary, sunsadhan shall have the right at all times to be compensated by
Seller for any damage suffered as a consequence of any fault, defect and
non-compliance with respect to any of the Products. Seller shall indemnify sunsadhan
from any cost, loss, expense or damage deriving from any third-party claims,
legal actions or proceedings brought against sunsadhan and deriving from or in
connection with the sale and use of the defective, faulty and/or non-compliant
Products.
s.
Seller understands and acknowledges
that sunsadhan is not a Party to transactions between Buyer(s) and Seller, and
Seller hereby releases sunsadhan (and its affiliates, agents and employees)
from claims, demands and damages (actual and consequential) of any kind and
nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected with such
transactions.
t.
Seller may recall the Product(s) from
warehouse(s) (in part or in full), for which no Order has been placed at the
time of such recall request. Further, sunsadhan may in its sole and absolute
discretion return the unsold Products to the Seller, for reasons including
without limitation, decreased or no sale of Products.
u.
If the Seller wishes to discontinue
availing these Standard Warehousing Services (other than service relating to
special access to fulfil Orders from own source) from sunsadhan, it may do so
by giving at least 90 (ninety) days written notice of termination to sunsadhan.
v.
Unless otherwise provided under the
General Terms, sunsadhan may terminate or suspend provisioning of these
Standard Warehousing Services (other than service relating to special access to
fulfil Orders from own source), by giving a prior notice of fifteen (15) days
to the Sellers.
w.
Unless otherwise provided under the
General Terms, sunsadhan may further terminate or suspend these Standard
Warehousing Services (other than service relating to special access to fulfil
Orders from own source) for the Seller, with immediate effect, upon occurrence
of any of the following events:
.
Seller is in breach of any obligations,
covenants, representations or warranties under these terms;
A.
in the event of the Seller’s improper
use of intellectual property rights, sale of fake or counterfeit Products or
Products prohibited from use, or distribution or sale under applicable
laws.
x.
Upon termination or suspension of these
terms, Seller shall within seven (7) days from the effective date of
termination of these terms pick-up the Products from the warehouse, failing
which sunsadhan reserves its right to dispose off the Products kept in the
warehouse(s) and sunsadhan shall not be liable to pay any losses or damages to
the Seller in this regard.
y.
sunsadhan further reserves its right to
dispose off or liquidate the Products kept in the warehouse(s), without incurring
any liability to the Seller, in the event:
.
Seller fails to pick-up the Products
from the warehouse upon being intimated in this regard by sunsadhan;
a.
Seller fails to clear its dues to sunsadhan;
or
b.
of occurrence of any event due to which
sunsadhan may in its reasonable opinion exercise this right.
z.
Without prejudice to any other rights
available with sunsadhan, in the event any product stored in the warehouse is
found to be or suspected to be counterfeit or fake, sunsadhan reserves its
right to destroy such Products.
ii.
Payment and Settlement Services
.
We will provide the Payment and
Settlement Services to the Sellers in relation to each transaction on the
Platform. sunsadhan may, at its discretion, sub-contract all or part of the
Payment and Settlement Services, and/ or shall have the right to use or engage
the services of any third party services provider(s), sub-contractor(s) or
agent(s) on such terms as sunsadhan may deem appropriate, however, sunsadhan
shall remain liable to the Seller for the performance of its obligations to provide
Payment and Settlement Services under these Terms.
a.
Seller acknowledges and agrees that in
performing the payment collection services, we are acting merely as a payment
collector, solely in a fiduciary capacity, and shall take no responsibility as
to the legality of any payment transaction between the Seller and the Buyer.
b.
We shall have the right to withhold
settlement of payments to you or any third -party, if we, in our sole
discretion, determine that the transaction being undertaken by you is not genuine
or suspicious or fraudulent.
c.
You hereby consent and agree to comply
with guidelines, instructions, requests, etc., as maybe made by us or third
party banks or financial institutions, as the case may be or a payment system
provider from time to time, in relation to these Payment and Settlement
Services.
d.
Refunds (if any) shall be processed in
the same manner as they are received. Refund amount will reflect in the
Seller’s bank account based on respective banks policies.
e.
We will settle the payments received
from the Buyer at the time of actual delivery of the order(s) to the designated
bank account of Seller (or third party based on the instructions given by the
Seller (if applicable)) within the following timelines:
.
20 (twenty) bank working days from the
date of delivery of the Consignment to the Buyer, for non-food product(s),
where the settlement will be made on the working day which is a Tuesday or a
Friday within the aforementioned timeline; and
A.
2 (two) bank working days from the date
of delivery of Consignment to the Buyer, for Products in the category of
pharmaceuticals and fulfilment material.
B.
4 (four) bank working days from the
date of delivery of Consignment to the Buyer, for Products in the category of
food, FMCG and fresh
Provided
that, in case of any returns request raised by Buyer or any claims or disputes
raised by Buyer, we reserve our right to withhold the settlement of payments to
Seller until the resolution of such return requests, claims or disputes, as the
case may be. It is hereby clarified that if the Buyer(s) make payments by way
of cheque(s) at the time of actual delivery of the Order(s), we will settle
such payments only upon the realisation of the cheque.
f.
Where the Buyer makes online payments
at the time of placing the order with the Seller or prior to the delivery of
the Consignment, such payments shall be transmitted to the designated bank
account of the Seller (or third party based on the instructions given the
Seller (if applicable)) within ‘T+1’ bank working days. For the avoidance of
doubt, it is clarified that ‘T+1’ shall be the maximum period within which the
settlement for such transaction shall be effected. For the purposes of these
Terms, herein ‘T’ shall stand for the date of expiry of the refund period
applicable in relation to the order. ‘T’ shall be calculated in the following
manner:
|
Particulars
|
Thresholds (in days)
|
|
Order date / Payment date
|
N
|
|
Average period within which a Seller can dispatch
|
5
|
|
Average period of a dispatch to delivery
|
15
|
|
Period of return request
|
15
|
|
Return Completion (Return Pickup + Refund)
|
30
|
|
‘T’ (i.e., the date of expiry of the refund
period)
|
N+65 days
|
g.
In case any Seller wishes to opt for an early settlement, it may enrol in Sunsadhan’s
early settlement program and accepting the program terms and conditions,
subject to such Seller being eligible under such program.
h.
In any of the settlements methods,
Seller (or third party as per the instructions received from Seller) will
receive the amount (minus our Sales and Distribution Support Services Fees in
relation to the S&D Services provided by us, such other amounts due and
payable by Seller to us or any third-party (in case we are instructed by such
third party or Seller to collect such monies from the Seller), any amount to be
refunded to the Buyer and any taxes payable under applicable laws) within the
aforesaid timelines. It is clarified that any settlement of payment to the
Seller shall be subject to applicable tax laws and sunsadhan may deduct or
collect such taxes from the amount to be paid to the Seller in accordance with
the provisions of applicable tax laws as set out under clause (i) and (j)
below.
i.
In relation to the tax collection at
source under applicable GST laws, as may be amended from time to time:
j.
In case of any mismatches on account of
tax collection at source, Seller shall be required to provide all relevant
information to us, to correspond with the relevant authorities and also in case
of any liability accruing on account of omission shall be Seller’s obligation
to pay such deficit.
k.
Seller will provide the corresponding
Harmonised System Nomenclature (HSN) code number and applicable GST rates for
every product sold of the Platform. You accept that declaring the HSN and GST
rates of the product is your responsibility, and that in order to sell the
product(s) on the Platform pre-declaring the respective HSN and GST rates shall
be mandatory.
l.
Seller will be responsible to provide
their correct GST registration number against which the tax collected at source
(under GST laws) need to be reported by us. We shall not hold any
responsibility of incorrect disclosures of GST registration number and
consequent loss of credits of tax collected at source in the hands of the
seller. In case any tax, interest or penalty is imposed on us, on account of incorrect
disclosure of information by the Seller, then such Seller shall indemnify us
with respect to such tax, interest or penalty as may be levied by the GST
authorities.
m. We
shall have the right to deduct or recover, as the case may be, tax deducted at source
(“TDS”) as may be applicable under the applicable provisions of Income
Tax Act,1961 (as may be amended from time to time) and as determined by us in
our sole discretion on transactions and / or payments through or facilitated by
the Platform. In respect of TDS deducted and / or recovered, we will provide
certificate(s) evidencing and / or supporting the deposit of TDS in the
prescribed format in accordance with the provisions of the Income Tax Act, 1961
(as may be amended from time to time). It is clarified that for this purpose,
we will be entitled to rely upon the Permanent Account Number (“PAN”)
and any other particulars provided to us and we shall have no obligation to
validate or verify the same. In the event of any liability that may arise on account
of incorrect or incomplete particulars / details being provided by Seller to us
including interest, penalty or any other levies, we shall have the right to
recover the same from the Seller in our sole discretion.
n.
Seller shall comply with all the applicable
regulations/ laws in relation to cash transaction as stipulated under the
applicable tax laws.
o.
We shall be entitled to recover from
the Seller, from time to time, any amounts due from it or incurred by us on
account of the following, unless the same are caused on account of negligence,
act or omission of our or its employees, officers etc.:
p.
Chargeback of transactions;
q.
Any penalty or charge which may be
levied on us by any payment instrument or the clearing house i.e. Reserve Bank
of India or its local clearing agent (as the case may be) arising, inter alia,
for excessive chargeback of transactions or excessive failure of transactions
or excessive Buyer disputes and/or any other reason;
r.
any amount due to us from the Seller.
s.
If there are reasonable grounds to
suspect that a transaction has been conducted in breach of any applicable laws
or is a fraudulent transaction, we shall be entitled to suspend or withhold the
payments of the Seller that are due to the Seller.
t.
In case of an occurrence of a
chargeback event, we reserve our right to withhold the settlements to Seller,
pending enquiries by the banks or any regulatory body till the resolution of
such issues.
iii.
ADDITIONAL SERVICES
These
terms for specific services will be applicable to a Seller’s use of any of the
additional services described hereunder and will be read together with these
Terms set out under Section III and General Terms. In the event of any conflict
between the terms for any additional Service opted by the Seller, Terms set out
under Section III and General Terms, the provisions for additional Services
shall supersede and prevail. If required by sunsadhan, sunsadhan may enter into
a separate arrangement with the Seller to provide additional services (whether
or not described hereunder) to the Seller.
The
specific terms and conditions for the Additional Services are as under:
.
Advertisement Services
.
Seller may subscribe to the ad program
(“Program”) offered by sunsadhan to promote its Products that it lists
and offers for sale on the Platform. sunsadhan will facilitate in the display
of such advertisement (“Ad”) of the Seller on the Platform upon receipt
of a written request from the Seller.
i.
The intellectual property rights in the
Ad provided by the Seller on the Platform hereunder shall vest solely with the
Seller. Seller shall ensure that it has all requisite rights, permits,
authorizations, title, and/ or interest over the Ad and is compliant with the
branding guidelines and laws that may be applicable to use and display the Ad
on the Platform. The Seller hereby grants to sunsadhan an unrestricted,
non-exclusive, royalty-free license to use the Ad and all other information
provided by the Seller on the Platform. sunsadhan will display the Ad provided
by the Seller on the Platform or otherwise made available by Seller to sunsadhan
for the purposes set out herein on an ‘as is’ basis (except for formatting
changes limited to re-sizing the Ad). Seller shall at all times remain fully
liable and responsible for the Ad and further agrees to indemnify, defend, and
hold harmless sunsadhan from and against any claims that may arise from or in
connection to such Ad with regard to the content of the Ad, any intellectual
property claim or third party.
ii.
sunsadhan further disclaims all
liability for any Ad, content of the Ad, availability of the product or any
related information that may be displayed or made available by the Seller,
quality, delivery, or usefulness of the Products that are offered for sale by
the Seller on the Platform. The Seller agrees that sunsadhan disclaims all
liabilities and shall not be party to any dispute in this regard.
iii.
Seller hereby represents and warrants
that:
A.
Seller has the power and authority to
enter into and perform its obligations according to these terms;
B.
Seller has no restrictions that would
impair its ability to perform its obligations and grant all rights contemplated
by these terms;
C.
Seller has not and will not enter into
any agreement that is inconsistent with its obligations hereunder;
D.
none of the Ad provided or approved by
the Seller shall violate any rights of any third party, including but not
limited to intellectual property rights;
E.
none of the Ad provided or approved by
the Seller will violate any applicable law, regulation and/or code of conduct;
F.
none of the Ad provided or approved by
the Seller shall, when viewed or clicked on by a Seller, cause such customer’s
computer to download any software application;
G.
Ad provided by the Seller shall not be
and/or link to any content that is defamatory, fraudulent, obscene, misleading
or otherwise illegal;
H.
none of the Ad will contain any
viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs,
cancelbots or other computer programming routines that may potentially damage
or interfere with Platform and sunsadhan; and
I.
Seller shall be in compliance with
applicable laws while using the Platform and the Program.
iv.
Seller shall be required to pay charges
to sunsadhan for the use of Ad program. Such charges shall be as displayed on
the Platform or otherwise communicated to the Seller, from time to time.
v.
The charges payable by the Seller shall
be exclusive of all applicable taxes. sunsadhan shall issue tax invoices in
accordance with applicable laws at such intervals as set out herein above.
vi.
Seller authorises sunsadhan to adjust
and set off the charges from the money collected / received by sunsadhan from
the Buyer or third party paying on behalf of Buyer in relation to the Products
sold by the Seller. Such settlement shall be done by sunsadhan in accordance
with the settlement process set out under the Payment and Settlement Services
of the Seller Terms). Seller hereby irrevocably grants sunsadhan permission to
adjust the charges against the receivables that are due and payable to the
Seller by sunsadhan.
vii.
If the sale proceeds collected by sunsadhan
from the Buyer is less than the charges payable by the Seller, the Seller shall
be liable to pay the deficit balance amount to sunsadhan within seven (7) days
from the date of receipt of email communication from sunsadhan in this regard.
viii.
sunsadhan shall be entitled at its
discretion to engage/ avail services of any person/ third party service
provider/agency/ agent, for recovery of charges from the Seller in the event
Seller fails to pay the charges in a timely manner. sunsadhan further reserves
its right to levy late payment charges in the event of Seller’s failure to pay
the charges in a timely manner.
ix.
sunsadhan may in its sole and absolute
discretion, at any time with or without notice, withdraw, terminate, and/or
suspend the Program for any reason whatsoever or in case of any breach of these
terms or Terms by the Seller. The charges that has accrued until the effective
date of such termination, withdrawal or suspension, as the case maybe, shall
become immediately due and payable by the Seller and settled as per the
settlement process set out in these terms.
x.
Unless otherwise provided under the
Terms, sunsadhan may terminate or discontinue this advertisement services for a
Seller by giving a prior written notice of seven (7) days.
xi.
sunsadhan and Seller shall retain all
rights in their individual intellectual property rights and do not give each
other rights in their intellectual property rights, unless otherwise agreed.
xii.
sunsadhan gives no warranty or
condition, express or implied, with respect to any matter and, in particular,
but without limitation, expressly disclaims any warranties or conditions of
non- infringement or the quality or fitness for any particular purpose of the
Program provided herein.
a.
From Pay Services
.
Upon receipt of written request of the
Seller, sunsadhan may agree to charge logistics/ delivery charges from the
Seller instead of the Buyer, whether wholly or partially, for the Logistics
Services provided to the Buyer pursuant to the Buyer Terms (“From Pay
Services”). Seller shall pay such logistics/ delivery charges to sunsadhan
for each order duly delivered by sunsadhan to Buyer. Such charges shall be
subject to all applicable taxes.
i.
Seller shall pay charges to sunsadhan
for the provision of the From Pay Services and such charges shall be subject to
all applicable taxes. sunsadhan reserves its right to modify the charges in its
sole discretion and upon making changes, Seller agrees to be bound by the same
and pay such revised charged without any protest or demur.
ii.
Seller authorises sunsadhan to adjust
and set off the charges from the money collected / received by sunsadhan from
the Buyer or third party paying on behalf of Buyer in relation to the Products
sold by the Seller. Such settlement shall be done by sunsadhan in accordance
with the settlement process set out under the Payment and Settlement Services
of Seller Terms. Seller hereby irrevocably grants sunsadhan permission to
adjust the charges against the receivables that are due and payable to the
Seller by sunsadhan.
iii.
If the sale proceeds collected by sunsadhan
from the Buyer is less than the charges payable by the Seller, the Seller shall
be liable to pay the deficit balance amount to sunsadhan within seven (7) days
from the date of receipt of email communication from sunsadhan in this regard.
iv.
sunsadhan shall be entitled at its
discretion to engage/ avail services of any person/ third party service
provider/agency/ agent, for recovery of charges from the Seller in the event
Seller fails to pay the charges in a timely manner. sunsadhan further reserves
its right to levy late payment charges in the event of Seller’s failure to pay
the charges in a timely manner.
v.
For any Undelivered Shipment (as
defined in the Undelivered Shipment Policy), sunsadhan shall not charge any
charges to the Seller.
vi.
For any Order delivered by sunsadhan,
accepted and then returned by the Buyer, Seller shall be liable to pay charges
to sunsadhan.
vii.
sunsadhan may at any time with or
without notice, withdraw, terminate, and/or suspend the FromPay Services
without cause or in case of any breach of the terms by the Seller. Upon such
termination, withdrawal or suspension, the charges shall become immediately due
and payable by the Seller.
viii.
Seller may terminate these FromPay
Services by giving one (1) day advance notice in writing to sunsadhan. Seller
shall be required to send the notice of termination to sunsadhan at ,
failing which sunsadhan shall not entertain such termination request.
ix.
Seller shall at all times remain fully
liable and responsible for the Products that are listed and offered for sale
using the platform and shall ensure that the Products that are offered for sale
by the Seller comply with all applicable laws. sunsadhan disclaims warranty and
makes no representation about quality, delivery, or usefulness of the Products
offered by the Seller on the Platform.
b.
sunsadhan may provide such other
additional services as may be agreed with the Seller, from time to time.
c.
Taxes: Seller shall deduct income tax
as applicable against the amounts payable to sunsadhan if required by
applicable law, except to the extent where sunsadhan submits a nil/reduced
withholding certificate. Seller shall remit the withholding taxes to the
relevant tax authorities and enable sunsadhan to claim a tax credit by
providing an appropriate and timely certificate of withholding as stipulated
under the applicable law.
5.
In consideration for any special
services, other than the standard services provided by sunsadhan to the
Sellers, which are based on variable parameters, including any logistics
services provided by us to the Seller, sunsadhan may levy a variable charge to
the Sellers as may be communicated to the Sellers from time to time.
6.
LIMITATION OF LIABILITY AND INDEMNITY
.
We shall not have any liability
whatsoever for any claims arising from: (a) any of your acts or omissions; (b)
compliance with the instructions given by you or any person acting on your
behalf; (c) an act or order of any government authority; (d) the insufficiency
of the packing or labelling of Shipment; (e) the nature or description of the
Shipment; (f) riots, civil commotions, strikes, lockouts, stoppage or restraint
of labour; (g) explosion, fire, flood or storm; (h) any cause which we could
not avoid and the consequences whereof we could not prevent by the exercise of
reasonable diligence; (i) any loss, miss-delivery, delay or damage to any
Shipment; and/or (j) any dispute or claims between the Seller and the Buyer
including without limitation relating to the Shipment or Products hereunder.
i.
Each Seller agrees to indemnify sunsadhan,
its affiliates, directors, employees, agents and representatives and to hold
them harmless, from any and all damages, losses, claims and liabilities
(including legal costs on a full indemnity basis) which may arise from or in
connection with: (i) your submission, posting or display of any User Content;
(ii) from your use of the Platform or any of the Services;(iii) from your
breach of the Terms or breach of any applicable laws, including tax laws; (iv)
any of the service availed by you from a third party service provider using the
Platform; (v) any liability or defect in the Products offered/ listed for sale
on the Platform; (vi) your negligence or wilful misconduct; (vii) any sale or
offer of sale of counterfeit or fake Products on the Platform or any alleged or
actual patent, copyright, trade secret, trademark, trade name, or other
intellectual property right infringement or other claim, demand or action
resulting from the advertising, publishing, promotion, manufacture, sale,
distribution or use of any of the Products; (viii) any alleged or actual
personal injury, death or property damage suffered by sunsadhan arising from
the supply or sale of Products by Seller; and/or (ix) any claim by a third
Party or Buyer made pursuant to, or liability arising under any consumer protection
laws, including any non-conformity or defect in, or any recall of, any of
Products.
7.
TRADE CREDIT BY SELLER(S)
.
If any Seller intends to grant a trade
credit (“TC”) to its Buyers, then such Seller may send a request to our
registered office address along with the intended terms and conditions of the
TC to be offered by the Seller to its Buyers.
i.
Upon receipt of the Seller’s request, sunsadhan
will endeavour to revert within 7 (seven) working days of receipt of such
request. In the event, sunsadhan requires any additional information or
documents, such requirement will be communicated to the Seller. The Seller
shall be required to respond to such additional requests within 7 (seven) days
of receipt of such request from sunsadhan. Upon receipt of complete information
from the Seller, sunsadhan will endeavour to provide its final response to the
request within 7 (seven) working days.
ii.
The final decision on enablement of the
TC feature on the Platform for the Seller shall rest with sunsadhan and sunsadhan’s
decision in this respect shall be final and binding on the relevant
Seller.
iii.
The TC feature will be enabled by the
Seller for its Buyers subject to separate terms and conditions that will be
entered into between the Buyer(s) and the Seller.
iv.
sunsadhan hereby disclaims any and all
liability with respect to any claims that may arise in respect of grant of TC
by a Seller to its Buyers.
