TERMS AND CONDITIONS FOR SELLERS ON SHOPPER CRUX
Market Place Agreement
This Market Place Agreement (“Agreement”) is made
By And Between
You (here in after referred to as “Seller” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors and permitted assigns) of the FIRST PART.;
NineMaps Solutions PVT Limited , an existing company under the provisions of Companies Act, 1956, having its registered office in Bangalore (hereinafter referred to as, “ShopperCrux” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors and permitted assigns) of the SECOND PART.
Seller and ShopperCrux may be referred to as the Party individually and as the Parties collectively, as the context may require.
ShopperCrux owns and operates an online market place on the website located at the URL www.ShopperCrux.com, mobile application, ShopperCrux IVR, ShopperCrux WAP (collectively referred to as “Platform”) which acts as an online platform and provides individual online virtual platform for various sellers to promote their offers / business / services / products and sell their Products / Services and for different buyers to access variety of to purchase the Products offered by Sellers;
Seller being desirous of using the ShopperCrux Platform as to offer and sell Seller’s Products (defined below) to the users of the Platform and have completed ShopperCrux’s Seller Registration Form to enroll as a registered seller on the Platform; and
NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:
Definitions: Unless repugnant to the Context or meaning thereof, the terms defined herein shall have the following meaning:
Acceptance shall mean execution of this agreement by Seller at the end of this Agreement, or by clicking on the Agree button on the link provided on the Platform by which action the Seller clearly accepts all the terms and conditions of this Agreement.
Agreement shall mean this Agreement in its entirety, including all content which is referenced or hyperlinked in this Agreement.
Banned Products shall mean the products/goods/articles included in the ShopperCrux Banned Products List, which is hyperlinked to this Agreement.
Buyer/Customer/User shall mean any user of the Platform who may or may not purchase any Product of the Seller through the Platform.
Catalogue shall mean details relevant to the sale / purchase of the Products, including the Selling Price, an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos.
Cataloging Fee shall mean the fee for creating a Catalogue of the Seller’s Products to be offered through the Platform.
Commercial Price shall mean List Price less any discount (if any) offered by Seller.
Courier Fees (if any) shall mean the fees payable to ShopperCrux for availing of the courier services through ShopperCrux’s Courier Partners and shall mean the courier fees as may be provided from time to time in the Commercial Term Segment.
Courier Partner shall mean the courier companies with whom ShopperCrux has partnered for couriering / delivering the purchased Products to the Buyers.
Fulfillment Centre shall mean a building / warehouse, identified by ShopperCrux to the Seller, at ShopperCrux’s discretion, where Seller may be required to provide the Products to store at ShopperCrux remote locations to serve the remote users.
Fulfillment Centre Charges shall mean the charges as may be provided in the Commercial Term Segment as the fulfillment center charges.
Invoice shall mean the invoice as may be raised by the Seller on the purchase of a Seller’s Product by a Buyer, through the Platform.
List Price shall mean the price of a Product in INR at which a product is listed at ShopperCrux Platform by the Buyer.
Listing Fee shall mean the fee for listing a Product on ShopperCrux Platform.
Malpractice shall mean and include but not limited to selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products by Seller to Users/Buyers.
Maximum Retail Price (MRP) shall mean the price in INR imprinted on Product inclusive of all taxes.
Packaging Material Charges shall mean the charges as may be provided in the Commercial Term Segment as Packaging Service charges.
Payment Collection Fees shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees.
Product(s) shall mean the product(s), made available by the Seller for sale on the Platform.
ShopperCrux Marketplace Fees shall mean fee payable to ShopperCrux by the Seller as per Commercial Terms.
Seller Panel shall mean a web page / account on the Platform provided by ShopperCrux to the Seller with a unique login id and password to update the order status, price and inventory of the Products on the Platform.
Seller Proceeds shall mean the net amount receivable by the Seller after deduction of the ShopperCrux Marketplace Fees, Payment Collection Fees (if applicable), Courier Fees (if applicable), Fulfillment Centre Charges (if applicable) and other charges (if any) from the Selling Price.
Selling Price shall mean Commercial Price less any discount (if any) offered by ShopperCrux and being final price of the Product in INR that Buyer pays.
Shipment SLA shall mean SLA for dispatch mentioned on each Product page, and it is Seller’s responsibility to honor Shipment SLA.
Term shall mean the period starting from the effective date of this Agreement by the Seller till the termination of this Agreement in accordance with Clause 13 provided below.
Territory shall mean the Republic of India.
As part of the registration process, Seller shall have completed the registration form and provided other relevant details as required by ShopperCrux. Seller represents that Seller, in Seller’s individual capacity and/or as an authorized representative of the entity (i.e., is eligible to legally bind the said entity) registering as a seller on the Platform, is competent to contract, is at least eighteen (18) years of age, is of sound mind and is not disabled by any Law in India from entering into this Agreement.
Seller also represent that the Seller has provided to ShopperCrux Seller’s information such as name, contact details, email address, account details, PAN No., Sales Tax Registration/declaration, and other compliance related details through the Seller Registration Form and that such information is true and correct as on date and shall keep the same updated during the subsistence of this Agreement.
Seller will be responsible for maintaining the confidentiality of the Seller Panel and the information provided therein, and shall be fully responsible for all activities that occur under Seller’s Seller Panel. Seller agree to (a) immediately notify ShopperCrux of any unauthorized use of Seller’s account information or any other breach of security, and (b) ensure to log out from the Seller Panel at the end of each session. ShopperCrux cannot and will not be liable for any loss or damage arising from Seller’s failure to comply with this Section. Seller may be held liable for losses incurred by ShopperCrux or any other user of, or visitor to, the Platform due to authorized or unauthorized use of Seller Panel as a result of Seller’s failure in keeping the Seller Panel and the account information secure, absolute, correct and confidential.
Seller agrees that as a registered Seller of the Platform, Seller shall not transfer / sell / trade the Seller Panel to any other person or entity.
ShopperCrux reserves the right to determine the Sellers who may sell on the Platform. ShopperCrux also reserves the right to suspend access to registered Sellers to the Platform and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons thereto. ShopperCrux also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/ offered for sale on the Platform.
PURCHASE AND DELIVERY OF THE PRODUCT
Seller shall upload the Offers / Promotions / Product listings for the sale of the Products in the appropriate category, through the Seller Panel. Seller shall also be required to provide all Catalogue details along with the MRP and List Price and confirms and acknowledges that such Catalogue details shall be in compliance of all applicable laws including but not limited to the Legal Metrology Act.
Seller represent that Seller shall provide accurate Product information on the Seller Panel/Platform. The Product description shall not be misleading and shall describe the actual condition of the Product. If the sold Product does not match the Product description displayed on the Platform, Seller agrees to refund any amounts that Seller may have received from the Buyer.
Seller shall be responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Platform. ShopperCrux shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Platform due to any negligence / default on the part of Seller to provide updated and accurate Product information. Seller shall be required to retain an adequate inventory of the Products listed on the Platform, for successful fulfillment of orders.
Seller shall not attempt to sell any products falling in the category of product prohibited for sale in India under any law for the time being in force. However ShopperCrux may from time to time as may be applicable provide for any product not allowed to be sold through ShopperCrux Platform (Annexure 1) in addition to the category of product prohibited for sale in India under any law for the time being in force. ShopperCrux shall be entitled to block all such products and shall also have the right to suspend or terminate the Seller’s access to the Seller Panel and the Platform and/or terminate this Agreement forthwith.
When a Buyer elects to purchase a Product through the Platform, Seller shall receive the order for the Product (via ShopperCrux Platform) only in the capacity of an online marketplace. Seller understands, agrees and acknowledges that ShopperCrux is an intermediary which facilitates the online transaction of sale of Products between the Seller and Buyer and that there is no privity of contract between the Buyer and ShopperCrux; ShopperCrux shall be a platform provider / bring buyers / Sellers Online to perform transaction between the Seller and Buyer and ShopperCrux shall not be a party to the same.
On the Buyer making the payment of the Selling Price through the payment gateway provided on the Platform or opting for cash on delivery, Seller will be intimated of the same through the Seller Panel.
ShopperCrux shall provide the necessary backend infrastructure for capturing the Buyer/order details placed on Seller. Orders placed by the Buyer will be intimated to Seller/reflected in the Seller Panel. Seller shall package the Product(s) in accordance with the packaging guidelines issued by ShopperCrux from time to time and dispatch the Product(s) to the Buyer.
Seller shall ensure that the purchased Product is dispatched to the Buyer, within Shipment SLA, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. Seller shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. Seller shall be responsible to update the Seller Panel to reflect this development.
The default fulfillment model provided by ShopperCrux for the delivery of purchased Products to the Buyers is the ShopperCrux On Time Delivery (OTD) Model as detailed herein below. ShopperCrux may, at its discretion, introduce other Fulfillment models other than those listed in this Clause, at any time in the future. On introduction of such other Fulfillment models, ShopperCrux may, at its discretion, offer these options to all or select Sellers. The four (4) models are detailed below for the Sellers information.
Model 1 “ShopperCrux OTD Model - (Default Model)” Seller will be responsible for packaging and shipping the right Product and right quantity to the Buyer via courier through ShopperCrux OTD network. ShopperCrux will assign Courier partner for each shipments and designated courier partner shall collect the shipments from Seller’s pick up center or warehouses.
Model 2 “SEED” - In order to expedite collection and dispatch of the Products, a designated Courier Partner shall first collect all such ordered Products in packaged shipments from Seller and consolidate them at a designated premises (consolidation center) and then the respective Products will be dispatched to the Buyers on behalf of the Seller by the Courier Partners assigned by ShopperCrux;
Model 3 “Fulfillment Centers” – Seller may keep the Products in the Fulfillment Centre along with a detailed inventory of the same, Fulfillment Centers shall be responsible to packaging and dispatch of the Products to the Buyers as per the orders received by the Seller or on behalf of the Seller from time to time and in accordance with the directions of the Seller; or
Model 4 “ShopperCrux Truck Door Delivery”- Seller will be responsible for packaging and shipping the Product to the ShopperCrux, where ShopperCrux will carry the goods / products in ShopperCrux truck and will provide the door delivery for all buyers
Seller shall keep ShopperCrux informed promptly on any information that shall impact the delivery of a Product to the Buyer.
NON-DELIVERY OR RETURN OF PRODUCTS
Non delivery/return of the Product due to fault of the Seller Where the Product has not been delivered/ has been returned due to any reason/fault attributable to Seller, then ShopperCrux shall refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and Seller shall be liable to pay ShopperCrux and ShopperCrux shall be entitled to recover from Seller - ShopperCrux Marketplace Fees, Courier Charges (if applicable), Payment Collection Fees, Fulfillment Charges (if applicable) and Seller Proceeds (where ShopperCrux has remitted the Seller Proceeds to the Seller)
Parties agree and acknowledge that ShopperCrux shall be entitled to recover/adjust any outstanding amount due and payable by Seller to ShopperCrux under this Agreement from any Seller Proceeds payable to Seller and Seller undertake not to object to such recovery/adjustment.
In the event of any default by Seller to deliver the Product to the Courier Partners (and therefore to the Buyer) on time or at all, Seller shall immediately update the Seller Panel / send an email to ShopperCrux informing of such non-delivery and the reasons thereof, immediately on the occurrence of such event. In such events, ShopperCrux at its discretion might cancel such orders and mark them under Seller cancellation.
Seller hereby agree to accept all Products (cash on delivery or non-cash on delivery), which are refused/not accepted by the Buyer at the time of delivery.
Seller shall quote the best, lowest and competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Platform.
ShopperCrux reserves the right to run promotions and offers including without limitations providing benefits/discounts on the List price to the Buyer on the Platform on various Products. Similarly, Seller may provide a discount / offer on the Products. Notwithstanding the above, the Selling Price of all Products offered on the Platform shall be either equal to, or less than, the maximum retail price of that Product. The maximum retail price, along with other statutory declarations, shall be mentioned on each Product and/or on its packaging in accordance with applicable laws.
The Selling Price in respect of a Product purchased by a Buyer shall be received in full by ShopperCrux either through the online system, i.e., the payment gateway offered by ShopperCrux on the Platform, or by way of cash on delivery.
Seller will be responsible for payment of all applicable taxes including sales tax and VAT.
It is stated that all Commercial Terms such as dispatch, delivery of the Products, etc., are bipartite contracts between the Buyer and Seller and the payment facility is merely used by the Buyer and Seller to facilitate completion of the transaction. Use of the electronic payment facility or the cash on delivery method shall not render ShopperCrux liable or responsible for the non-delivery of the Products listed on the Platform or for any other reason whatsoever.
In the event, Seller chooses to avail of the Shipment through ShopperCrux’s enabling courier partners: If both the dead weight and the volumetric weight of the product are less than 5KG, logistics charges of Rs. 45 per 500gram + Service Tax would be applicable on dead weight or volumetric weight, whichever is higher. If the dead weight or volumetric weight of the product is equal to or more than 5KG, surface logistics charges of Rs. 20 per KG + Service Tax would be applicable on dead weight or volumetric weight whichever is higher. In case of reverse pickup, the Seller shall be charged Reverse Logistics charges at the rate of Rs. 60 per 500gram + Service Tax on dead weight or volumetric weight, whichever is higher in case the weight is less than 5 KG and Rs. 27 per KG + Service Tax would be applicable on dead weight or volumetric weight, whichever is higher in case the weight is higher than 5 KG. This will be in addition to the forward logistics charges charged for these orders.
OBLIGATIONS OF THE SELLER
Seller shall maintain records of all the Products purchased by the Buyers through the Platform, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Platform’s Customer service purposes.
During the Term, Seller shall appoint a representative, who shall be ShopperCrux’s point of contact for any and all matters related to this Agreement, including but not limited to all sales and delivery related matters.
Seller shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.
Seller shall be solely responsible for making any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties.
Seller shall, at all times, comply with all applicable laws including without limitation compliance with laws relating to sales tax, VAT etc.
6A OBLIGATIONS OF THE SELLER ON MALPRACTICE
Seller confirms and understands that selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Platform will cause great prejudice and harm to the reputation and goodwill of ShopperCrux and may also cause harm and prejudice to the Buyers. Seller acknowledges and warrants that Seller shall not sell any Product which may cause prejudice or harm to the reputation and goodwill of ShopperCrux. The Seller acknowledges that ShopperCrux shall impose, deduct or recover Rs. 10 Crore or annual Marketplace GMV whichever is higher as damages from Seller and terminate the Agreement immediately without assigning any reason if the Seller is found to be involved in any malpractice. ShopperCrux reserves the right to adjust the above amount from any amount accrued to Seller pursuant to this Agreement.
Seller undertakes and agrees that product Catalogue listing details in ShopperCrux portal shall be true, correct, and duly authorized and shall not be misleading, fraudulent, false, unauthorized, illegal and shall not contain any misrepresentation of facts to induce users for ordering for Sellers products listed on ShopperCrux portal. If the Seller is found to be involved in any such misrepresentation or illegal activity, the Seller acknowledges that ShopperCrux reserves its right to terminate this Agreement immediately and claim damages to the extent of Rs. 10 Crore apart from making Seller liable for criminal prosecution.
Seller undertakes and agrees to dispatch and deliver only that/those products which were ordered by the User on Portal and not to dispatch empty box or any other product of lesser value or any other material which is not ordered. If Seller is found to be involved dispatching or delivering empty box or any other product of lesser value or any other material which is not ordered to the Buyer thereby resulting in loss of reputation or goodwill, the same shall be regarded as gross violation of the terms and conditions of the Agreement and Seller acknowledges that ShopperCrux reserves its right to take recourse to the legal actions and remedies including but not limited to as contemplated under Clause 6A (I) and 6A(II)
Seller undertakes and agrees he shall not collude with a User/s or Buyer for the purpose of consumption of any offer including but not limited to discount, cashback amount through false and fraudulent transaction or represent/pose as User in order to consume any offer including but not limited to discount, cashback offer of ShopperCrux. Seller further acknowledges he shall not place orders with his own or relative’s account for earning any offer including but not limited to discount, cash back offers. If Seller is found to involved in such activity, the same shall amount to malpractice under this Agreement and the Seller acknowledges that ShopperCrux reserves its right to take action as contemplated under Clause 6A(I) and 6A(II)
Seller undertakes and confirms that it deals only in original, legitimate and genuine Products and in which he owns rights, which are either self-manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. Seller further undertakes that it shall not sell fake/spurious/non authentic products on the Platform. For the purpose of this Agreement, fake/spurious/non authentic products shall means and include but not limited to the following:-
If the product received by the User is different from that shown/displayed in the image uploaded on ShopperCrux’s site by the Seller
If the Seller is not authorized to sell a product which may either be branded /non branded
If a Seller commits a warranty for a product on ShopperCrux website which it is not authorized to do
If the Seller interchanges warranties between seller and brand
If the Seller tampers with Maximum Retail Price (MRP) label of the product, uses outdated packages, makes false representation as to price, date and quality and tampers with any packaging as mandated by Legal Metrology Act and all other applicable laws.
If the Seller is found to be selling fake/spurious/non authentic products, the same shall amount to gross violation under this agreement and the Seller acknowledges that ShopperCrux reserves its right to take action as ` contemplated under Clause 6A(I) and 6A(II)
Seller undertakes and confirms that while listing the inventory of the product, the Seller has physical possession and owns such quantity of product as listed on ShopperCrux and further undertakes to fulfill the orders placed by the User promptly. In the event of delay in shipment/delivery of products or Seller cancellation of orders due to non-availability of products, the Seller acknowledges that ShopperCrux reserves its right to take action as contemplated under Clause 6A(I) and 6A(II).
Seller acknowledges that ShopperCrux has the right to cap the maximum quantity of product that the Seller may list in ShopperCrux website in order to control the maximum number of order Seller can receive and deliver the orders on time.
Seller confirms Seller shall not create multiple accounts with ShopperCrux which may lead to misrepresentation of identity of the account holders of those accounts. Seller may also not create multiple IDs under the category of user wherein the identities of those User accounts do not represent the Seller. Seller is in gross violation of the Agreement if he holds multiple User or Seller accounts.
TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS
Seller agrees that ShopperCrux’s role is limited to managing the Platform for the display of the Products and other incidental services to facilitate the shopping transactions between Seller and the Buyers. Accordingly, ShopperCrux is merely an intermediary and the Platform is only a platform/facilitator where the Seller may offer its Products for sale. The contract for sale of any of the Products shall be a strictly bipartite contract between Seller and the Buyer. At no time shall ShopperCrux have any obligations or liabilities in respect of such contract nor shall ShopperCrux hold any rights, title or interest in the Products. ShopperCrux shall not be responsible for any unsatisfactory or delayed performance or any actions or inactions of the Seller including delays as a result of the Products being out of stock.
The ownership in the Products purchased will be transferred to the Buyer after successful delivery of the same at the destination provided by the Buyer, until which the ownership in the Products shall vest with the Seller alone. As a large market place, ShopperCrux will extend its value added services to Sellers by giving mandates to logistic partners for facilitating the smooth functioning of the transaction between Seller and the Buyer.
Seller hereby agrees to accept all sales return (cash on delivery or non-cash on delivery), which are refused/not accepted by the Buyer at the time of delivery.
Seller will offer standard manufacturer’s or seller’s warranty actually associated with the Products. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage. Seller shall be solely responsible to issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer’s complaints will rest solely with Seller at all times.
ShopperCrux offers Fulfillment Services to its Seller wherein the Seller store their products at ShopperCrux’s Fulfillment Centers and ShopperCrux packs and delivers the orders to Customer, provide Customer service and handle returns. The Sellers who are interested in availing ShopperCrux’s Fulfillment services shall have to register themselves as detailed in Annexure 3 to this Agreement.
The Seller undertakes to bear all logistics cost with respect to return/reverse orders and also acknowledges that Reverse Logistics Cost as stated in Commercial Rate Segment
Seller undertakes to accept all the return shipments irrespective of condition of the shipment and any dispute with respect to the condition of the shipment shall be settled by the Parties only after acceptance of the shipment by Seller. If the shipment is not accepted by Seller, no dispute related to returns shall be entertained by ShopperCrux.
Seller undertakes to provide its signature along with its stamp with receiver Customer’s name /contact number on all return shipments without which courier will not handover any shipment .In absence of such evidence on return shipments, no return shipment query will be entertained.
7A The clauses hereinafter shall be applicable on in case of non-LMD merchants
Seller shall mark Orders as shipped only with track-able waybill numbers on courier website. In case any provided waybill is not traceable on courier site or invalid courier name beyond 48 hrs of marking orders as shipped, orders will be refunded to Customer on behalf of the Seller and the Seller shall be notified accordingly. The Seller shall instruct its courier to return the shipment back to origin. No return related query shall be entertained in this case by ShopperCrux.
Seller shall deliver the orders in accordance with the time-line framed in the table as shown in point 5 of Commercials Term Segment. Seller confirms and acknowledges that ShopperCrux reserves its right to refund any order with prior information to the Seller in case of Shipment SLA breach and direct the Courier Partner to return the shipment. In case, the Product is delivered to Customer, the loss of product value shall be to Seller’s account.
In case the buyer cancels his/her order for any reason whatsoever before the delivery of such order, ShopperCrux will inform Seller to stop the delivery of the said order and Seller undertakes to arrange return/reverse shipment of the said order. Seller undertakes to promptly inform ShopperCrux about such return/reverse initiation of shipment and ShopperCrux confirms that ShopperCrux shall refund such orders on behalf of the Seller to buyer on receipt of return/reverse confirmation from Seller. Seller acknowledges that if Seller delivers such order to the Buyer despite informing ShopperCrux about return/reverse initiation, Seller shall bear the cost of such order and the loss of product value shall be deducted from Seller’s account by ShopperCrux.
Seller shall furnish to ShopperCrux Proof of Delivery/Dispatch of order within 72 hours of such request by ShopperCrux. On failure of Seller to provide the same within 72 hours, ShopperCrux shall refund the order value to the Buyer on behalf of the Seller and Seller acknowledges that Seller shall bear the loss of such order value. ShopperCrux can request for POD from Sellers maximum after 20 days post delivery.
In case of delivery of order by in person, it is mandatory for the Seller to share Proof of Delivery with ShopperCrux along with Recipient Signature and Mobile number. For orders above Rs. 5,000, Seller shall share copy of the Customer ID or Unique ID proof number (Like PAN Card, Voter ID, Driving Licence & Adhaar Card), Recipient’s Relation with Customer. In absence of these proofs, no return related query will be entertained by ShopperCrux
REPRESENTATIONS AND WARRANTIES
The Parties hereby represent and warrant to each other as under:
The Parties have all requisite power and authority to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement.
The Seller undertakes that, at all times during the Term of this Agreement, it will:
abide by the terms and conditions of the Agreement, the ShopperCrux Policies and the other Platform policies, as may be applicable to the Seller;
not offer for sale/sell/deliver any Banned Products or refurbished Products or to which he has not rights to, on the Platform;
deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement; and
deliver the Products in accordance with all applicable laws, rules, regulations, governmental orders, etc., and applicable codes of practice, now or hereafter in effect, relating to the Seller’s performance under this Agreement.
The Seller represents that the Seller is competent to contract and is not disqualified from contracting under any law in India.
The Seller has and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term.
The Seller agrees, represents and warrants that the Seller shall not describe himself/itself as an agent or representative of ShopperCrux or make any representations to any Buyer or any third party or give any warranties which are of such a nature that ShopperCrux may be required to undertake, or be liable for, whether directly or indirectly.
The Seller agrees, represents and warrants that the Seller shall not, during the Term, offer the Products listed on the Platform, to any other website or through any other platform, at a price which is less than the Selling Price, as listed on the Platform.
Seller agrees, represents and warrants that, the Seller shall not, at any time during the Term, transact with any Buyer directly.The Seller agrees to attend to, and resolve, the Buyers queries with regard to the delivery of the Products and the quantity and quality of the Products within 1 (one) day from the date of receipt of such queries.
The Seller hereby represents and warrants to ShopperCrux that there are no restrictions, hindrances or encumbrances of any nature which, in any manner, restrict the performance of the obligations by the Seller under this Agreement.
The Seller shall be responsible for payment of the Seller’s own taxes and any taxes/levies/cess applicable on the Products sold through the Platform, and shall indemnify and hold harmless, ShopperCrux, from any liability in this regard.
The Seller hereby declares and confirms that it deals only in original, legitimate and genuine Products which are either self-manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. The Seller further declares that it shall not violate the intellectual property rights of any third party and shall be solely responsible for any breach or violation of such intellectual property rights, and shall keep ShopperCrux indemnified against any claim or damage arising out of such breach.
The content of the Products, the text descriptions, graphics or pictures (“content”) regarding the Product being uploaded on the Platform and the Product packaging, shall not be obscene, libelous, defamatory or scandalous or which is capable of hurting the religious sentiments of any segment of the population or constitute an infringement of any intellectual property rights of any person or entity and that the Seller grants ShopperCrux non-exclusive, royalty free and irrevocable rights to use, display, store, reproduce, publish, transmit, cache the said content.
Seller agrees, acknowledge and understand that:
Seller is using the Platform provided and owned by ShopperCrux;
The permission granted by ShopperCrux to use the Platform as an online market place is on a non-exclusive basis;
ShopperCrux reserves the right to deny access to, or revoke, such permission to use the Seller Panel and/or Platform at any time;
ShopperCrux shall have the right to remove the listing of any Product being offered for sale by Seller;
ShopperCrux shall have the right to offer discounts, run promotion campaigns on the Selling Price to the Buyers from ShopperCrux Fees. Seller shall not object to the provision of such discounts given by ShopperCrux;
Any and all data derived as a result of this Agreement will be owned by ShopperCrux and Seller shall have the right to utilize such data for the duration of the Term of this Agreement to fulfill Seller’s obligations hereunder; and
For the duration of the Term, the Platform shall be maintained by ShopperCrux. The ownership of the Platform shall vest with ShopperCrux and ShopperCrux shall make its best efforts to deal with any technical issues affecting the Platform (such as, for instance, the Platform becoming inoperative. ShopperCrux does not warrant that the Seller will be able to use the Platform and offer for sale the Seller’s Products at all times or locations on the Platform or that the Platform and the services provided through the Platform will be uninterrupted or error-free or that the defects will be corrected by ShopperCrux.
Except as agreed to by the Parties, the data of Buyers will be the exclusive property of ShopperCrux, and Seller will not use the same for Seller’s own purpose or distribute or sale or use such data in any form or means except for the purpose of this Agreement and shall keep it confidential at all times.
In the event of any breach or delay in the fulfillment of Seller’s obligations by Seller, due to any reason, ShopperCrux shall not be held liable/responsible. ShopperCrux shall not be liable for the sale of the Products by Seller through the Platform or for any loss incurred by Seller or the Buyer therefrom.
The Seller represents that the Seller shall not, at any time, use any intellectual property of ShopperCrux in any manner without the prior written consent of ShopperCrux. The Seller also represents that the Seller shall not purchase any ShopperCrux metatags on the Internet without the prior written consent of ShopperCrux.
Seller agree that Seller will abide by and be bound by the terms and conditions of this Agreement and ShopperCrux Policies, including any amendments thereto made by ShopperCrux from time to time which may be made without notice to Seller.
The Seller represents and warrants that if Seller is found indulging in providing of false or misleading information or provision of defective or counterfeit Products, then ShopperCrux may initiate civil and/or criminal proceedings against the Seller and ShopperCrux may, at its sole discretion, suspend, block, restrict, or cancel the Seller’s registration on the Platform and /or disqualify / bar the Seller from selling the Products on the Platform.
INTELLECTUAL PROPERTY RIGHTS
Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brands/logos/trademarks of the other Party without being specifically authorized in writing by that other Party. Seller recognizes and confirms that ShopperCrux has the exclusive right to supervise, allow and reject the contents of the Platform. ShopperCrux shall not be liable for contents and images shared, uploaded or displayed on the Platform by the Seller regarding the Seller’s Products and all consequent liability will be borne by the Seller only.
Seller hereby grants to ShopperCrux the right to display/delist the Products (as updated or to be updated by Seller on the Seller Panel at any/all times) along with the related logo and/or trademark and/or brand name, etc., of the Products for marketing/selling through the Platform.
Seller hereby authorize ShopperCrux to use and include Seller’s trademarks (as may be provided by Seller from time to time) and Seller’s corporate name on the Platform and in any directory or promotional material produced in connection with the promotion of the Platform or the Products offered by Seller on the Platform.
Seller acknowledges that ShopperCrux is merely an intermediary with respect to the Products listed on the Platform. However, on receiving written notification of any alleged infringement of third party intellectual property rights due to display or sale of any Products/third party trademark or copyrighted matter on the Platform (including availability or sale of counterfeit goods on the Platform), ShopperCrux may, at its own discretion, remove / delist the allegedly infringing Products / content from the Platform, with or without prior notice to Seller.
ANTI BRIBERY AND ANTI CORRUPTION POLICY AND INTERESTED PARTY DISCLOSURE
The Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards. The Seller agrees to comply with Anti-Bribery and Anti-Corruption Policy and adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind in the course of all dealings with ShopperCrux or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and ShopperCrux reserves the right to take all appropriate actions or remedies as may be required under the circumstances. The Seller will provide all possible assistance to ShopperCrux in order to investigate any possible instances of unethical behavior or business conduct violations by an employee or hired person of the Seller.
Seller represents and warrants that, except as disclosed to ShopperCrux,
no employee, officer, director, or direct or indirect owner of Seller is a government official, political party official or candidate, or an immediate family member of such an official or candidate.
None of his family member or direct relative(s) is an existing employee of ShopperCrux and shall disclose the same in the event such family member or direct relative is an existing employee of ShopperCrux
In the event that during the Term there is a change in the information contained in this paragraph Seller agrees to make immediate disclosure to ShopperCrux, and in that case, ShopperCrux reserves the right to immediately terminate this Agreement by written notice.
The Seller agrees and undertakes to indemnify and to hold harmless ShopperCrux, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorneys fees) incurred by reason of (i) any breach or alleged breach by the Seller of the Seller’s obligations, representations, or warranties hereunder; (ii) any violation by the Seller of applicable law or regulation (including law governing information technology, money laundering, data protection and consumer protection); or (iii) any breach by the Seller of any ShopperCrux Policies or any other policies
Additionally, the Seller shall, at all times and to the complete satisfaction of ShopperCrux and without demur, at its own expense, indemnify, defend and hold harmless, ShopperCrux and its officers, directors, employees, associates successors, representatives and agents, against any third party claim, demand, suit, action or other proceeding brought against ShopperCrux or its directors, successors, representatives, agents, officers and employees and against all penalty, damages, awards, settlements, liabilities, losses, costs and expenses related thereto (including attorneys’ fees) to the extent that such claim, suit, action or other proceedings are, directly or indirectly, based on or arise on account of the Products and their content, or any breach of any of the terms and conditions of this Agreement by the Seller or failure of the Seller in the performance or observance of its role, functions, responsibilities as specified herein, or the breach of the Seller’s representations and warranties as contained in this Agreement, even after the termination of this Agreement.
LIMITATION OF LIABILITY
TO THE GREATEST EXTENT PERMISSIBLE UNDER LAW, SHOPPERCRUX SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, LOSS OF PROFITS, BUSINESS, REVENUE AND/OR GOODWILL. THE MAXIMUM AGGREGATE LIABILITY OF SHOPPERCRUX SHALL BE LIMITED TO INR 1,000 (INR ONE THOUSAND ONLY).
TERM, TERMINATION AND CONSEQUENCES OF TERMINATION
Term: Agreement shall come into force on the Effective Date and shall continue for twelve months unless terminated as per terms of this Agreement.
This Agreement may be terminated by ShopperCrux, with immediate effect:
if Seller are in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement and/or any of the ShopperCrux Policies;
if a petition for relief under any bankruptcy or insolvency is filed by or against Seller or Seller makes an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed.
ShopperCrux also has the right to suspend Seller’s access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period Seller shall not be permitted to sell Seller’s Products on the Platform) on the occurrence of any of the termination triggers specified in Clause 13.2 above or without any reason.
Notwithstanding anything contained under this Agreement, any Party may terminate this Agreement for convenience upon thirty (30) day written notice to other Party.
On termination of this Agreement:
ShopperCrux will, with immediate effect, block Seller’s access to the Platform and consequently, Seller shall not be able to offer any Products to the Buyers thereafter and shall not have the right to re-register himself /itself as a Seller on the Platform at any time after such termination, unless ShopperCrux, in its discretion, permits such re-registration;.
Seller shall return to ShopperCrux all the confidential information of ShopperCrux and all other properties and materials belonging to ShopperCrux. Where the confidential information cannot be returned in material form, Seller shall destroy all of ShopperCrux’s confidential information and shall provide ShopperCrux with a certificate of destruction with respect to the same.
It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties.
On the termination of the Agreement, Seller will be entitled to only the Seller Proceeds which have become due to Seller on account of any purchase of the Products, made through the Platform, prior to the date of termination of this Agreement. ShopperCrux shall be entitled to adjust any monies, due from Seller to ShopperCrux till the date of termination, from the Seller Proceeds payable to Seller on termination.
Without prejudice to the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.
DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION: If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (Indian) to be adjudicated by a sole arbitrator to be appointed by ShopperCrux. Arbitration shall be held at New Delhi, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties. The Agreement shall be governed by and construed in accordance with the laws of India. The courts of New Delhi, India, shall have exclusive jurisdiction in connection with this Agreement.
CONFIDENTIALITY: The parties shall not at any time divulge, or allow to be divulged to any person, any Confidential Information unless the said information comes in public domain without breach by either Party however, no party shall be precluded from disclosing any information to the extent required in the legal proceedings. Confidential information would include but not be limited to Buyer details, market information, all work Products and documents related thereto, the contents of the Platform or any other information which is treated as confidential by ShopperCrux, and any other information, whether oral or in writing, received or to be received by Seller which is agreed to be treated under the same terms, whether expressly or by implication. The obligations under this Clause shall survive the termination of this Agreement
FORCE MAJEURE: No Party shall be liable for failure to perform its obligations due to Force Majeure.
NOTICES: to be served by email or post to the addresses as stated above.
ASSIGNMENT: Parties shall not have the right to assign this Agreement except assigned to affiliates.
MODIFICATION: Shall be effective or binding if agreed in writing by authorized representatives.
EXCLUSIVITY: Seller agrees that Product sold by them will be launched exclusively at ShopperCrux Platform and shall exclusively available at ShopperCrux Platform for a period of 3 months from launch of Seller’s product. Upon expiry of the period of exclusivity, both the parties may at their sole discretion mutually agree on extension of such exclusivity period. However, if Seller enters into an agreement with other website or platform upon expiry of the exclusivity period, Seller will inform ShopperCrux 20 (twenty) days in advance before entering into any such arrangement.
RELATIONSHIP: Principal to Principal basis and shall not be construed or deemed to create any association, partnership or joint venture or employer-employee relationship in any manner.
ENTIRE AGREEMENT: This Agreement, including Annexure and T & C added from time to time, shall constitute entire and final agreement between Seller and One97 with respect to the subject matter covered herein.
SURVIVAL: Any and all obligations under this Agreement which, by their very nature should reasonably survive the termination or expiration of this Agreement, will so survive
SEVERABILITY: If any part or any provision of this Agreement is or becomes illegal, invalid or unenforceable, that part or provision of the agreement will not affect the validity or enforceability of the remaining provisions of this Agreement.
NON WAIVER: No waiver, by either party, of any provision of this Agreement shall, in any event, become effective unless the same is in writing and such waiver shall be effective only in the specific instance described and for the purpose that the waiver is given.
RECORDS: Seller agrees that at all times during the term of this Agreement, shall maintain appropriate records relating to transactions covered under this agreement and shall allow One97 to examine, inspect, audit, and review all such records and any source document pertaining to the transaction covered under this Agreement upon written notice to Seller at least five (5) business days prior notice.
AMENDMENT: ShopperCrux may amend the terms and conditions of this Agreement including the Commercial Term Segment and the ShopperCrux Policies at any time in its sole discretion by intimating Seller by way of notification on the Seller Panel and/or by sending an email to the email ID provided in the Seller Registration Form. It is Seller’s responsibility to review amendment notifications from time to time. Seller will be deemed to have accepted such amendments, if Seller continues to access the Platform/Seller Panel after the amendments are notified by ShopperCrux. If any terms of this agreement conflict with any other document/electronic record, the terms and conditions of this agreement shall prevail, until further change / modifications are notified by ShopperCrux.
COMMUNICATION: Seller gives explicitly consent and allows ShopperCrux to send the messages/ communication on email or mobile from time to time.
(i) Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; (ii) Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne; Body parts which includes organs or other body parts; (iv) Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (Spam); (v) Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free; (vi) Child pornography which includes pornographic materials involving minors; (vii) Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection; (viii) Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials; (ix) Copyrighted software, which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software; (x) Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods; (xi) Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms; (xii) Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items; (xiii) Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction; (xiv) Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content; Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles; (xv) Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property; (xvi) Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts; (xvii) Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes; (xviii) Offensive goods, which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;(xix) Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals; (xxi) Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner; (xxii) Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances; (xxiii) Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications; (xxiv) Securities, which includes stocks, bonds, or related financial products; (xxv)Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products; (xxvi) Traffic devices, which includes radar detectors/hammers, license plate covers, traffic signal changers, and related products; (xxvii) Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments; (xxix) Wholesale currency, which includes discounted currencies or currency, exchanges; (xxx) Live animals; (xxxi) Multi Level marketing collection fees; (xxxii) Matrix sites or sites using a matrix scheme approach; (xxxiii) Work-at-home information; (xxxiv) Drop-shipped merchandise; (xxxv) Collecting and effecting / remitting payments directly /indirectly outside India in any form towards overseas foreign exchange trading through electronic/internet trading portals; and (xxxvi) Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the all laws of India.
Commercials Term Segment
One time Registration Fees: ShopperCrux will charge the below fees for Sellers
Per month fees
199 INR / Month – Sellers can upload their offers on any of their products (limited to 50 products)
399 INR / Month - Sellers can upload their offers on any of their products (limited to 100 - 150 products)
699 INR / Month - Sellers can upload their offers on any of their products (limited to up to 500 products)
999 INR / Month
Listing Fees: Nil
Cataloging Fees: One time fees – 3999 INR
Packing Material charges: Packing material rate card is as given below.
Size of the Envelop in Inch
Charges per Envelop (All inclusive)
ShopperCrux will provide the services of Warehousing to Merchants. Ownership will remain with the Merchant, Fulfillment Center will only acts as intermediary to stock the product and fulfill the orders on merchant’s behalf. During the entire order cycle, inventory ownership never gets transferred to ShopperCrux.ShopperCrux will submit the invoices to the Merchants for services provided on account of Fulfillment Centers as prescribed below.
Description of the cost
Low Product Value
0.5 kg – 3kg
Product acceptance charges
INR per unit
Cost to accepting inventory, generating GRN and conducting QC
INR / Cu ft/ day
Storage cost of Inventory. First 24 hours of inventory storage will be considered free after GRN
Order Processing and Packaging
INR per unit
Cost of processing & packaging of orders received on ShopperCrux portal
INR per unit
Cost of handling return shipments from ShopperCrux portal
Logistics cost (cost of transfer between Warehouse & Merchant) (OPTIONAL)
INR per kg per trip
Transfer of Material to and fro between merchant and FC partner
Terms & Conditions:
Low Product Value will cover - Pendrives, CDs, Data / Memory cards, Screen guards / covers
Merchant has the option of registration of Additional Place of Business through FC partner. This service will be charged INR 1800
Packaging material (poly bags & tapes) will be chargeable to the merchant as agreed in merchant contract with ShopperCrux. All other packaging cost have been included in the above cost by FC
Storage Fee –
The storage cost will be charged after 24 hours from GRN
Storage fee will be calculated on FIFO model (First In First Out)
Weight category to be determined as per actual or volumetric weight of the shipment whichever is higher.
All pre delivery returns will be accepted by FC irrespective of the condition and will do QC after that
Above commercials will not be valid for White Goods like Refrigerator, Washing Machine, Television, Microwave etc.
Customer Dispute resolution
Provided herein is the list of the following disputes that may arise during the order fulfillment process for which Merchant will be accountable. Also mentioned some examples of these cases under “Description” column and have mentioned the “Final investigation” and “Party to be Charged
Customer Issue Bucket
Party to be Charged
Penalty amount to be paid to ShopperCrux
Defective Order Received
Eg- Phone not starting
As per contract
Eg-MRP difference on the website and on the product received
MRP of Product dispatch (D)< MRP listed on ShopperCrux.com (P)
As per contract
Fake Product received
Eg - Customer has received a fake phone
No investigation required.
As per contract
Wrong Specifications (not in line as what is mentioned on website)
E.g. – customer received a i5 processor laptop instead of i7 as shown on ShopperCrux website
No investigation required
As per contract
E.g. – customer received a hard-disk with no warranty given at service center
No investigation required
As per contract
Merchant should settle all disputes related to FC operations with FC partner directly. Only payment will be done through ShopperCrux for utilizing FC services.
Merchant should not get involved in any collusion activity with the FC partner. If merchant is caught indulging in such malpractices, ShopperCrux may take legal action and levy penalties as mentioned in the contract and deemed suitable by ShopperCrux.
Damage & Loss Allowance:
ShopperCrux will be liable for damages and losses only over and above a Damage & Loss Allowance amounting to 0.15% of the aggregate gross value of the goods that have been under the control of the FC partner in the course of providing the services as envisaged in this Agreement.
The Damage & Loss shall be calculated on the basis that only the actual cost as incurred by the merchant due to such Damage or Loss will be payable by the ShopperCrux. The same will be calculated every month to ascertain the actual damage and loss and reconciliation will be done quarterly.
Insurance for all goods kept in FC provider’s facility or from the time of handover of shipment to the company for all kind of losses including fire and special perils, earthquake, terrorism, burglary, STFI is included except for the following:
Events outside our control or remedy including but not limited to Acts of God, natural disasters (apart from the ones covered above), acts of civil or military authority, government priorities, epidemics, radioactive crisis, quarantine, energy crises, strikes, wars, riots.
‘Return to Vendor’ Products
Following products will be treated as ‘Return To Vendor’ by FC
All products which are QC rejected before storage by FC
All unsold products for which merchant has requested for return from FC storage
All unsold products stored in FC for 30 days from receiving of the products in FC
All returned products which are QC rejected by FC
All ‘Return To Vendor’ products have to be mandatorily picked up from FC within 7 days of ‘Return to Vendor’ intimation to merchant. In case merchant fails to clear the products, these products will be dropped by FC service provider to merchant premises and Logistics cost (cost of transfer between Warehouse & Merchant) will be charged to the merchant.
Cancellation, refund and replacement:--
Further in case of order cancellation, refund, replacement of product due to any reason as mentioned in agreement.