OBLIGATIONS OF THE SELLER
1. Paytm E-commerce owns and operates an online market place on the website located at the URL ‘www.paytmmall.com’ and ‘Paytm Mall’ and ‘Paytm Mall Wholesale’ mobile applications, and rides on the URL ‘www.paytm.com’ and ‘Paytm’ mobile application (collectively referred to as “Platform”) which acts as an online platform facilitating different Sellers to sell their Products and/or Services and enabling different Buyers to purchase the Products and/or Services offered by the Sellers”;
2. Entity (“Seller”) being desirous of using the Platform to offer and sell various Products of the Seller to the users of the Platform and have completed Paytm Ecommerce’s Seller Registration Form to enroll as a registered Seller on the Platform; and
Now therefore the seller here to agree as follows:
Unless repugnant to the Context or meaning thereof, the capitalized terms defined herein shall have the following meaning:
1.1. “Acceptance” shall mean acceptance/deemed acceptance of this Agreement/terms, by which action the Seller expressly accepts and agrees to be bound by the terms and conditions of this Agreement.
1.2. “Agreement” shall mean this Agreement/terms in its entirety, including all content, annexures and commercials/commissions agreed on the Seller Panel which is referenced and/or hyperlinked in this Agreement. For the sake of clarity, it is expressly agreed that terms of the latest Marketplace Agreement accepted by the Seller electronically or through the Seller Panel or in physical form, shall have overriding effect.
1.3. “Buyer/ Customer/User” shall mean any user of the Platform who purchases any Product and/or Services of the Seller through the Platform.
1.4. “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 as provided by the Seller.
1.5. “Cataloging Fee” shall mean the fee for creating a Catalogue of the Seller’s Products to be offered through Platform.
1.6. “Commercial Terms Segment” shall be the Annexure 2 attached to the Marketplace Agreement.
1.7. “Courier Fees” shall mean the fees payable to Paytm Ecommerce for availing of the courier services through Paytm Ecommerce’s Courier Partner(s) and shall mean the courier fees as may be provided from time to time in the Agreement .
1.8. “Courier Partner” shall mean the courier companies with whom Paytm Ecommerce has partnered, to enable the Sellers to avail their logistic services for couriering / delivering the purchased Products to the Buyers.
1.9. “Fulfillment Centre shall mean a third party enabling partner’s (with whom Paytm Ecommerce has tied up), building/warehouse, identified by Paytm Ecommerce to the Seller, at Paytm Ecommerce’s discretion, where Seller may place a limited quantity of the Product until the Products are sold and dispatched to the Buyers.
1.10. “Fulfillment Centre Charges” shall mean the charges as may be provided in the Commercial Term Segment as the fulfillment center charges.
1.11. “FSSAI” shall mean the Food Safety and Standards Authority of India.
1.12. “FSSAI Regulations” shall mean any statute, law, regulation, notifications, guidelines, ordinance, rule, judgment, order, decree, bye-law, approval enacted by the FSSAI.
1.13. “Fixed Closing Fee” shall mean the fee that shall be charged to Seller as per Annexure-2 on every successful sale on Platform and is successfully delivered to the Buyer. This fee does not apply to Orders that are returned or cancelled and shall vary based on the product List Price.
1.14. “Invoice” shall mean the invoice as may be raised by the Seller on the purchase of a Seller’s Product and /or Services by a Buyer, through the Platform.
1.15. “Installation Service” shall mean the installation services provided to the Seller(s) facilitated by Paytm Ecommerce through its third party partners for Products sold by the Seller(s) through Platform like air conditioner, television etc. and such services are availed at the Buyer’s premises.
1.16. “Insurance Charges” shall mean the charges payable by the Seller in respect of insurance of its Products sold through the Platform, if applicable.
1.17. “List Price” shall mean the price of a Product in INR at which a Product is listed at Platform by the Seller.
1.18. “Listing Fee” shall mean the fee for listing a Product on Platform.
1.19. “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.
1.20. “Marketing Service” shall mean the marketing, branding & promotions services provided by the Seller to Paytm Ecommerce as per Paytm Ecommerce’ requirement conveyed to the Seller from time to time.
1.21. “Marketing Service Fee” shall mean fee payable for providing Marketing Service.
1.22. “Maximum Retail Price (MRP)” shall mean the price in INR imprinted on Product inclusive of all taxes.
1.23. “Order” shall mean the order placed by the Buyer online through the Platform for the purchase of Seller’ Products and Services.
1.24. “Packaging Material Charges” shall mean the charges as may be provided in the Agreement as Packaging Service charges.
1.25. “Payment Collection Fees” shall mean the fees (or percentage) as may be provided in the Agreement as payment collection fees.
1.26. “Paytm Marketplace Fees” shall mean fee payable to Paytm Ecommerce by the Seller as mentioned in the Agreement and includes call centre charges.
1.28. “Pick and Pack Service”/”PNP” – Seller can avail these services if they need support in transit-worthy packaging of their products. Shipments are picked by the PNP center once the Order is placed and after packaging of the products, they are dispatched to the Buyers as per Orders placed on behalf of the Sellers via Courier partners assigned by Paytm Ecommerce.
1.29. “Platform” shall mean the online market place on the website located at the URL www.paytmmall.com, www.paytm.com, Paytmmall/Paytm mobile applications, Paytm IVR, Paytm WAP (individually or collectively) which acts as an online platform for different Sellers to sell their Products and for different Buyers to purchase the Products and/or Services offered by Sellers.
1.30. “Product(s)”/ “Service(s)” shall mean the Product(s) and/or Service(s), made available by the Seller, or any related deal/gift card/gift voucher/electronic code for sale on the Platform.
1.31. Prohibited item(s) are the products and services as mentioned in Annexure 1 of Marketplace Agreement or prohibited by any applicable law for the time being in force.
1.32. “POS to Cart” model as explained in Annexure 6 of the Agreement.
1.33. “Seller Certificate” shall mean the representation/warranties and undertaking given by the Seller in respect of the Product as detailed in Annexure 7 of Marketplace Agreement.
1.34. “Seller Panel” shall mean a web page/account on the Platform provided by Paytm Ecommerce to the Seller with a unique login id and password to update the order status, price and inventory of the Products on the Platform.
1.35. “Seller Proceeds” shall mean the net amount receivable by the Seller after deduction of the Paytm Ecommerce Marketplace Fees, Payment Collection Fees, Courier Fees, Fulfillment Centre Charges (if applicable) and other charges (if any) from the Selling Price.
1.36. “Selling Price” shall mean List Priceless any discount (if any) offered by Seller and which is the final price of the Product in INR that Buyer pays.
1.37. “Shipment SLA” shall mean SLA for dispatch mentioned on each Product page, and it is Seller’s responsibility to honor Shipment SLA.
1.38. “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 11 provided below.
1.39. “Transaction” shall mean a bipartite transaction for the sale by the Seller and Buyer for purchase of Products and/or Services through the Platform.
1.40. “Territory” shall mean the Republic of India.
2. SELLER REGISTRATION
2.1. Use of this marketplace for the sale of Products through the Platform is limited to the Seller who can lawfully enter into legally binding contract and has completed the registration process and provided relevant details as required by Paytm Ecommerce. Seller represent 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) by registering as a Seller on the Platform and further represents that the Seller 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 Marketplace Agreement.
2.2. Seller also represent that the Seller has provided to Paytm Ecommerce, Seller information such as name, address i.e. address of registered office and principal place of business, contact details, email address, mobile / Land line No, bank account details, PAN No., Goods and Service Tax Registration Number (GSTN)/certificate, Harmonized System Nomenclature Code/Service Accounting Code and other necessary compliance related details through the Seller Registration Form and that such information is true and correct as on date and the Seller undertakes to keep the same updated at all times during the subsistence of this Agreement. The requirement of providing Goods and Service Tax Registration is mandatory for all Sellers doing sale of Products/Services through the Platform.
2.3. 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 shall neither disclose nor part with the Seller Page credentials to anyone including any third party aggregators for the purpose of managing Seller’s inventory and fulfilling Seller Orders. Seller agree to (a) immediately notify Paytm Ecommerce 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. Paytm Ecommerce cannot and will not be liable for any loss or damage arising from Seller’s failure to comply with this Section. Seller shall be solely responsible for any losses, damages as may be incurred by 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.
2.4. The Seller undertakes that during the continuance of this Agreement, it shall establish and maintain reasonable and appropriate safeguards with respect to the Seller Panel including but not limited to up-to-date virus protection, security firewall, prevention of unauthorized access etc., at its own expense. The Seller shall not reverse engineer, decompile or disassemble the Seller Panel or any other software provided by Paytm Ecommerce from time to time.
2.5. Seller agrees and undertakes that Seller shall access Seller Panel of Paytm Ecommerce only from the website having url: www.seller.paytm.com and shall not access the Seller Panel of Paytm Ecommerce through the website of any third party aggregators by sharing the Seller Panel credentials given to the Seller by Paytm Ecommerce.
2.6. 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.
2.7. Seller agrees, understands and acknowledges that Paytm Ecommerce is an online marketplace and Seller may choose to avail of the support services provided by the enabling partners/third party service providers with whom Paytm Ecommerce as a marketplace has tied up. Paytm Ecommerce may, at its discretion, introduce services at any time in the future that may be availed by Paytm Ecommerce from time to time as a marketplace.
2.8. Paytm Ecommerce reserves the right to determine the Sellers who may sell on the Platform. Paytm Ecommerce 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. Paytm Ecommerce also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/ offered for sale on the Platform.
2.9. Ratings/Reviews may be posted by Users for the Seller at the Platform and the Seller acknowledges that the said Reviews or Ratings for Seller reflect the personal opinion of the Users based upon their experience and do not reflect the opinion of Paytm Ecommerce in any manner. Paytm ecommerce is a neutral platform, which solely acts as an intermediary between the User and the Seller. The Seller agrees that Paytm Ecommerce is under no obligation to remove/modify any Review/Rating posted by its Users.
3. SELLER OBLIGATIONS –
A. For SALE AND DELIVERY OF THE PRODUCT
3.1. Seller shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller Panel. Seller shall also be required to provide all Catalogue details along with the MRP and List Price and confirms and acknowledges that such Catalogue details shall be in compliance with all applicable laws including but not limited to the Legal Metrology Act and rules framed under it and FSSAI Regulations.
3.2. Seller represents and undertakes that Seller shall provide accurate and complete Product information on the Seller Panel/Platform. The Seller further undertakes that the product description as displayed on Seller Panel / Platform shall not be misleading or in violation of any legal provision and shall describe the actual condition of the Product. If the sold / supplied Product does not match the Product description displayed on the Platform, Seller undertakes that he shall be liable for all the consequences thereof including the legal consequences and agrees to refund any amounts that Seller may have received from the Buyer and compensate and indemnify Paytm Ecommerce of any entailing legal consequences or otherwise losses suffered by it.
3.3. 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. Paytm Ecommerce 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.
3.4. 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 and/or any products/services mentioned in Annexure-1 attached hereto. However Paytm Ecommerce may from time to time as may be applicable provide for any product/service not allowed to be sold through Platform (Annexure 1) in addition to the category of product prohibited for sale in India under any law for the time being in force. Paytm Ecommerce 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.
3.5. When a Buyer elects to purchase a Product through the Platform, the Order so received shall be reflected in the Seller Panel and Seller hereby authorizes Paytm Ecommerce to receive the payment in respect of the said Order for the Product on behalf of the Seller only in the capacity of an online marketplace. All commercial/contractual terms in respect of the Product/Services are offered by Seller and agreed upon between Seller and Buyer alone. The commercial/contractual terms in respect of Product/Services include (without limitation) price, shipping costs, payment methods and terms, date, period, and mode of delivery, and warranties and after-sales services related to Products and/or services. Paytm Ecommerce does not determine, advice, have any control, or in any way involve itself in the offering or acceptance of such commercial/contractual terms in respect of Product/Services between Sellers and buyers. Seller understands, agrees and acknowledges that Paytm Ecommerce is an intermediary which facilitates the online transaction for sale of Products/Services between the Seller and Buyer and that there is no privity of contract between the Buyer and Paytm Ecommerce; and it shall be a bipartite transaction between the Seller and Buyer and Paytm Ecommerce shall not be a party to the same.
3.6. For all Orders placed on the Platform, payments shall be collected by Paytm Ecommerce on behalf of the Seller, in the mode (i.e., payment gateway, cash on delivery, as per Annexure 4 or as per Annexure 6) as opted for by the Buyers. Seller hereby authorize Paytm Ecommerce to process, facilitate, collect and remit payments to Seller, (collected either electronically, through cash on delivery, as per Annexure 4 or as per Annexure 6), from the Buyers in respect of sale of the Products through the Platform. Use of the payment facility shall not render Paytm Ecommerce liable or responsible for breach of representations and warranties, non-provision of after-sales or warranty services or fraud as regards the products and/or services listed on the Platform. Seller also agrees and acknowledges that the payment facility provided by Paytm Ecommerce is neither a banking service nor a financial service but is merely a facilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through cash on delivery, for the transactions through the Platform. Further, by providing the payment facility, Paytm Ecommerce is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Platform.
3.7. On the Buyer making the payment of the Selling Price through the payment gateway provided on the Platform, opting for cash on delivery, as per Annexure 4 or as per Annexure 6, Seller will be intimated of the same through the Seller Panel.
3.8. Paytm Ecommerce shall provide the necessary backend infrastructure for capturing the Buyer/Order details placed on the Platform. Orders placed by the Buyer will be forwarded to Seller/reflected in the Seller Panel. Seller shall package the Product(s) in accordance with the applicable packaging guidelines including if any issued by Paytm Ecommerce from time to time and dispatch the Product(s) to the Buyer.
3.9. 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.
3.10. Issuing correct and complete Invoice is the sole and primary responsibility of the Seller. Seller shall issue an Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. The Seller shall ensure that the Invoices raised by the Seller shall be in compliance with the Goods and Service Tax Law and other applicable laws. Seller shall be responsible to update the Seller Panel to reflect this development. Seller shall maintain details of all Invoices as per applicable tax laws and shall be solely responsible to maintain proper records of such Invoices including but not limited to maintenance of books of accounts in respect of the Transactions through the Platform.
3.11. Seller shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000, Rules and Guidelines framed there under as applicable and amended from time to time, Food Safety and Standard Act 2006 (including FSSAI Rules and Regulations made thereunder), Legal Metrology Act, 2009 (including Legal Metrology (Packaged Commodities) Rules, 2017) related rules and Guidelines, Bureau of Indian Standards (BIS) and also all applicable domestic laws, rules and regulations (including the provisions of any applicable Exchange Control Laws or Regulations in force), including the guidelines issued from time to time by Department of Industrial policy and Promotions and International Laws, Foreign Exchange Laws, Statutes, Ordinances and Regulations (including, but not limited to regulations of GST, Income Tax, , Local Levies etc.) regarding Seller’s listing, and sale of Products and/or services through the Platform. Seller shall ensure not to list or engage in any transaction in a Product and/or Service, which is expressly prohibited under this Agreement or is unlawful, illegal or prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being in force.
3.12. In case of Products and in case if the same is applicable to the Seller,
3.12.1. The Seller shall in particular ensure that if any of Seller Products and/or Services listed on the Platform qualifies as an “Antiquity” or “Art treasure” as defined in the Act (“Artwork”), Seller shall indicate that such Artwork is “non-exportable” and sold subject to the provisions of the Antiquities and Art Treasures Act, 1972, and shall ensure that it is not delivered to any Buyer at any place outside India.
3.12.2. The Seller shall ensure that all descriptions, disclosures, advertisements, packaging and labelling (“Product Description”) of the Products are in accordance with provisions of all applicable laws & Rules, including but not limited to, FSSAI Regulations, the Food Safety and Standards Act, 2006 and /or the Legal Metrology Act, 2009 (including Legal Metrology (Packaged Commodities) Rules, 2017) and /or the Drugs and Cosmetics Act, 1940 & the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1945 (as may be applicable), notifications issued and the regulations and rules made thereunder for listing, distributing, marketing, offering and exposing for sale and selling the Products on the Platform. The Seller confirms that all such Product Descriptions will continue to be in compliance with all applicable laws & Rules for so long as the Agreement subsists between the Seller and Paytm Ecommerce. The Seller undertakes that he has all requisite licenses, approvals, permits and permissions (“Permits”) including those obtained under the FSSAI Regulations, Bureau of Indian Standards (BIS), Food Safety and Standards Act, 2006 and/or Drugs and Cosmetics Act, 1940 (as may be applicable), notifications issued and the regulations and rules made thereunder and all other applicable laws for listing, distributing, marketing, offering and exposing for sale and selling the Products on the Platform. The scope of the Seller’s FSSAI license should include all food products and/or food product categories that Seller intends to list on Platform. In case of “proprietary foods” the term ‘proprietary food’ should be specified against the food product category / sub category. The Seller shall ensure that all information including those with respect to licenses, approvals, permits and permissions obtained under FSSAI Regulations, Food Safety and Standards Act, 2006 are adequately displayed on the Platform. The Seller confirms that all such Permits will continue in force for so long as the Agreement subsists between the Seller and Paytm Ecommerce. The Seller has conducted adequate due diligence and verified that the manufacturer, wholesaler, distributor of the Product has all requisite licenses, approvals, permits and permissions under the Food Safety and Standards Act, 2006 and/or Drugs and Cosmetics Act, 1940 (as may be applicable), notifications issued and the regulations and rules made thereunder for the Products. The Seller confirms that the Seller shall continue to ensure that all Products displayed on Seller Panel/Platform and sold by the Seller have been manufactured, sold, distributed, stocked in accordance with all applicable laws. Whereas, the responsibility towards correctness of information, claims and declarations about the products on Seller Panel/Platform shall lie solely with the Seller, Paytm Ecommerce and its partners shall have the right to check and verify Product related details to be necessarily displayed by the Seller on the Platform like license number, name of Product, MRP, list of ingredients, nutritional information, declaration regarding food additives, veg/non veg content, name and complete address of the manufacturer, net quantity, date of manufacture, instructions for use, Expiry/Best Before date, Batch No., Country of Origin, size, weight etc. (as required) to ensure Seller’s compliance of all applicable laws and Paytm Ecommerce shall have the right to take necessary action against the Seller in cases of non-compliance and may disable Product from Seller Panel/Platform on receipt of knowledge / information of any non – compliance any law or rules. That the liability of any violation of the FSSAI regulations shall be that of the Seller. Further, the Seller shall ensure that compliances under FSSAI Regulations in respect of the delivery obligations have been met in accordance with prescribed guidelines.
3.12.3. The Seller hereby agrees, acknowledges and confirm that:
a. If the Seller displays or offers any pre-packed food for sale on the Platform it shall ensure that legible and clear picture of the ‘principal display
panel’ of such pre-packed food is made available for viewing by the Customer.
b. If the Seller is dealing in fresh produce it shall provide an indicative image of the same produce to Paytm Ecommerce for displaying on the Platform to enable Customers to recognize the Product.
c. Mandatory food information mentioned in the FSSAI Regulations shall be provided on the Platform by the Seller.
d. If Seller is opting for “Self Shipping” model for delivery of Products, it shall be ensured by the Seller that the last mile delivery is undertaken by trained delivery personnel and that the health and personal hygiene of the delivery personnel is duly monitored. Further, the Seller must ensure that the safety of food Product is not compromised at the time of delivery. Seller also undertakes to comply with the basic hygiene and sanitary practices as mentioned in Schedule 4 of Food Safety and Standards (Licensing and Registration of Food Businesses), Regulations 2011.
e. If Seller intends to list any organic food product on the Platform, Seller needs to have a valid ‘National Programme for Organic Production’ (NPOP) certificate or Participatory Guarantee System for India (PGS-India) certificate (in case of imported organic food products, certificate from approved organic certification body of that country/region of origin). The scope of certificate should contain all the products Seller intends to list. In addition to this, if the Seller intends to list ‘fortified foods’ on the Platform then they should also comply with the Food Safety and Standards (Fortification of Food) Regulations, 2016.
f. Any Product which is a food article delivered to Customer by Seller shall have shelf life of 30 percent or 45 days before expiry at the time of delivery to the Customer. However, the Seller shall ensure that only fresh food items are delivered, if the Product is any of the following:
i. Food, fruits and vegetables
ii. Dairy and frozen products
iv. Meat, poultry & sea food
v. Frozen meat
vi. Cut fruits and vegetables
vii. Hot and prepared foods
viii. Imported gourmet food
3.12.4. Seller, hereby agrees and acknowledges that:
a. Date of manufacture, date of expiry and MRP must be legible on the food Product labels.
b. FSSAI logo must be printed on the food Product label along with the Food Business Operator (FBO) license number (in case of Importer, importers license no.)
c. Vegetarian/ Non Vegetarian dot must be present on the food Product label and should also be reproduced on the listing page on the Platform.
d. The “Proprietary foods” that the Seller intends to list should comply with all the legal requirements laid down for them in FSSAI Regulation and on the product label “Proprietary Food” along with category /Sub category, generic name, nature and composition of proprietary food to be mentioned.
e. Listings of used food Products are not permitted and Seller shall not list such used products on the Platform.
f. Food Product(s) shall be properly prepared, sealed, packaged (fully enclosed), and labeled as per the specification stipulated from time to time under applicable law including FSSAI Regulations.
3.12.5. Seller acknowledges, agrees and undertakes that he / it will never obliterate, smudge or alter the Maximum Retail Price (MRP) indicated by the manufacturer or the packer or the importer. In the event of Seller being found in violation of this clause, Paytm Ecommerce at its sole discretion may impose penalty of INR 15000, recover GMV of the concerned Product (s), indemnify itself of all the losses, damages, legal risks / costs or may decide to impose a greater penalty and recover more damages in terms of clauses 3.27 and 3.28 of this Agreement and Paytm Ecommerce may further decide to suspend Seller for further business till he / it pays the so imposed penalty and or damages and Paytm Ecommerce may also terminate the Agreement in the event of finding second and subsequent such violations on part of Seller. The Seller further agrees and understands that it shall be directly liable to face trial or proceeding if any undertaken under any law or under Legal Metrology Act, 2009 and also indemnify Paytm Ecommerce if it is impleaded in any manner in such proceedings or trials for defaults committed by Seller.
3.13. Seller agrees, understands and acknowledges that Paytm Ecommerce is an online marketplace and Seller may choose to avail of the support services provided by the enabling partners/third party service providers with whom Paytm Ecommerce as a marketplace has tied up. For instance support services like logistics, Order fulfillment and other services that may be provided by Paytm Ecommerce from time to time as a marketplace. Paytm Ecommerce 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, Paytm Ecommerce may, at its discretion, offer these options to all or select Sellers. The Five (5) models are detailed below for the Sellers information.
3.13.1. Model 1 “Paytm Ecommerce LMD Model” – Seller will be responsible for packaging and shipping the right Product and right quantity to the Buyer via courier through Paytm Ecommerce LMD network. Paytm Ecommerce will assign Courier partner for each shipments and designated courier partner shall collect the shipments from Seller’s pick up center or warehouses.
3.13.2. 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 Paytm Ecommerce;
3.13.3. Model 3 – As defined in Annexure 4 of Marketplace Agreement, with applicable terms and conditions mentioned therein.
3.13.4. Model 4 “Self-Shipping”- Seller will be responsible for packaging and shipping the Product to the Buyer through its own or via any courier service identified and approved by Paytm Ecommerce. Seller shall keep Paytm Ecommerce informed promptly on any information that shall impact the delivery of a Product to the Buyer. Under this model, Paytm Ecommerce shall not be liable for unsuccessful delivery, Product damage and/or any related issues and Seller shall be completely responsible and liable for fulfillment of the Order. For Sellers opting for Ship from Store business model, the same is detailed under Annexure 5 of Agreement.
3.13.5. Model 5 – As defined in Annexure 6 of the Marketplace Agreement, with applicable terms and conditions mentioned therein.
Note: Model shall be selected as per mutual preference of the Parties
3.14. In accordance with the GST laws, the Seller shall be solely responsible to issue documents such as Invoices, delivery challans etc. as required for transportation of Products from one place to another and neither Paytm Ecommerce nor the Courier Partners with whom Paytm Ecommerce as a marketplace has tied up, shall be responsible for any loss arising due to confiscation of goods by governmental agencies on account of lack of proper documentation, misdeclaration etc. The Seller hereby authorizes Paytm Ecommerce, to facilitate the issuance of Invoice on behalf of the Seller through the Courier Partners, in Paytm Ecommerce’s sole discretion. The Invoice shall be issued on the details provided by the Seller and all liabilities in respect to the Invoice (whether in law or otherwise) shall be that of the Seller. Seller shall be solely responsible for any claim arising from the incorrectness of the details mentioned on the Invoice.
3.15. Pursuant to Rule 138 of Central Goods and Services Tax (CGST) Rules 2017, the Seller hereby authorize Paytm Ecommerce and/or the Courier Partner to furnish the details in Part-A of FORM GST EWB-01 and generate the E-way bill for facilitation of delivery of Products to the Buyers as well as for the Products returned by the Buyers.
B. NON-DELIVERY OR RETURN OF PRODUCTS
3.16. Where the Product has not been delivered/ has been returned due to any reason, then Paytm Ecommerce shall on behalf of the Seller refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and Seller shall be liable to pay Paytm Ecommerce and Paytm Ecommerce shall be entitled to recover from Seller -Courier Charges (Forward & Reverse), Payment Collection Fees, penalties along with any applicable taxes and Seller Proceeds (where Paytm Ecommerce has remitted the Seller Proceeds to the Seller) as applicable for that Product. On return of the Product, the Seller hereby authorizes Paytm Ecommerce to facilitate the relisting, return to Seller or liquidation of the Product (including issuance of applicable invoice basis the details provided by the Seller, on behalf of the Seller) through the Courier Partners in Paytm Ecommerce’s sole discretion. The Invoice under this Clause shall be issued on the details provided by the Seller and all liabilities in respect to the Invoice (whether in law or otherwise) shall be that of the Seller. Seller shall be solely responsible for any claim arising from the incorrectness of the details mentioned on the Invoice.
3.17. Seller agree and acknowledge that Paytm Ecommerce shall be entitled to recover/adjust any outstanding amount due and payable by Seller to Paytm Ecommerce under this Agreement from any Seller Proceeds payable to Seller and Seller undertakes not to object to such recovery/adjustment.
3.18. 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 Paytm Ecommerce informing of such non-delivery and the reasons thereof, immediately on the occurrence of such event. In such events, Paytm Ecommerce at its discretion might cancel such Orders and mark them under Seller cancellation and refund on behalf of the Seller the amount, if any paid by the Buyer for that Product.
3.19. 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.
3.20. Seller’s shipment SLA and related obligations shall be as mentioned in this Agreement.
C.GENERAL OBLIGATIONS OF THE SELLER
3.21. 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.
3.22. During the Term, Seller shall appoint a representative, who shall be Paytm Ecommerce’s point of contact for any and all matters related to this Agreement, including but not limited to all sales and delivery related matters.
3.23. 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 sold through the Platform.
3.24. 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 Certificate regarding the Product is attached to this Agreement as Annexure 7.
3.25. Seller hereby confirms and declares that it is not a Related Party under the meaning of the Companies Act, 2013 and any Rules thereto and undertakes to disclose the same forthwith to Paytm Ecommerce in the event it becomes a Related Party. Seller further confirms and declares and undertakes that it shall provide to Paytm Ecommerce the information about its group companies which have listed their Product/Services for offering their Product for sale through the Platform. Paytm Ecommerce shall have the right and be entitled to suspend/terminate the Product and/or Services through the Platform and/or this Agreement for such further period, in compliance with the guidelines issued by the Department for Promotion of Industry and Internal Trade (DPIIT) under intimation to Seller and the said suspension/termination of the Product and/or Services shall not be deemed to be a breach by Paytm Ecommerce of this Agreement. Seller shall inform Paytm Ecommerce about details of all its related parties as mentioned above in the following format :
a) Name and MID of the related Seller
b) Relation with such Seller
D.OBLIGATIONS OF THE SELLER ON MALPRACTICE
3.26. Seller confirms and understands that selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished, non-compliant or previously owned Products through the Platform will cause great prejudice and harm to the reputation and goodwill of Paytm Ecommerce 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 Paytm Ecommerce. Paytm Ecommerce reserves the right to remove/block any such listings of Products including without limitation of termination of this Agreement and impose and deduct from the outstanding payments of the Seller without prior consent of the Seller or recover damages from the Seller if the Seller is found to be involved in any malpractice. The Seller acknowledges that Paytm Ecommerce shall impose, deduct or recover Rs. 10 Crores (Rupees Ten Crores only) or annual Marketplace GMV whichever is higher, as damages from Seller and terminate the Agreement forthwith without assigning any reason if the Seller is found to be indulged / involved in any malpractice. Paytm Ecommerce reserves the right to adjust the above amount from any amount accrued to Seller pursuant to this Agreement.
3.27. Seller undertakes and agrees that Product Catalogue listing details on Platform 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 to order the Seller’s Products listed on Platform. If the Seller is found to be involved in any such misrepresentation or illegal activity or malpractices, the Seller acknowledges that Paytm Ecommerce reserves its right to terminate this Agreement immediately and claim damages to the extent of Rs. 10 Crores (Rupees Ten Crores only) apart from making Seller liable for criminal prosecution if any.
3.28. Seller undertakes and agrees to dispatch and deliver only those genuine and original products that were ordered by the Buyer through the Platform 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 by the Buyer thereby resulting in loss of reputation or goodwill, the same shall be regarded as gross violation of the terms and conditions of this Agreement and Seller acknowledges that Paytm Ecommerce reserves its right to take recourse to such legal actions and remedies as may available to it including but not limited to as contemplated under sub-clause 3.27 and 3.28.
3.29. Seller undertakes and agrees that he shall not collude with any User/s or Buyer for the purpose of consumption of any offer including but not limited to cash back amount through false and fraudulent transaction or represent/pose as User/Buyer in order to consume any offer including but not limited to cash back offer of Paytm Ecommerce. Seller further acknowledges and undertakes that he shall not place orders of its own Products listed on Paytm Ecommerce’ Platform either directly or indirectly including through its own or relative’s account for earning any cash back offers, etc. In case the Seller is found to be involved in such activity, the same shall amount to malpractice under this Agreement and the Seller acknowledges that Paytm Ecommerce reserves its right to take action as contemplated under sub-clause 3.27 and 3.28 or may recover 3 times of amount of GMV of the Product(s) concerned plus the cash back if any offered.
3.30. Seller undertakes and confirms that it deals only in original, legitimate and genuine Products and in which it 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 as detailed in Annexure 7. 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 Paytm Ecommerce reserves its right to take action as contemplated under sub-clause 3.27 and 3.28 and direct Seller to forthwith disable such Product from Paytm Ecommerce’ Platform and the Seller agrees to abide by such direction and advise of Paytm Ecommerce and Seller would be liable to face further consequences if any thereof. For the purpose of this Agreement, fake/spurious/non authentic products shall means and include but not limited to the following:-
a) If the product received by the User is different from that shown/displayed in the image uploaded on the Platform by the Seller
b) If the Seller is not authorized to sell a product which may either be branded /non branded
c) If a Seller commits a warranty for a product on Platform which it is not authorized to provide
d) If the Seller interchanges warranties between Seller and brand/Manufacturer/Service Provider as may be applicable
e) 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 including FSSAI Regulations.
f) If the Seller delivers Products which have expired or with a shelf life less than those prescribed under applicable law or under this Agreement.
3.31. 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 Paytm Ecommerce and further undertakes to fulfill the Orders placed by the Buyer promptly. In the event of delay in shipment/delivery of Product or Seller cancellation of Orders due to non-availability of Product, the Seller acknowledges that Paytm Ecommerce reserves its right to take action as contemplated under sub-clause 3.27 and 3.28.
3.32. Seller acknowledges that Paytm Ecommerce has the right to cap the maximum quantity of Product that the Seller may list in Platform in order to control the maximum number of Order Seller can receive and deliver the Orders on time.
3.33. Seller acknowledges agrees that Paytm Ecommerce shall have the right to hold/deduct/adjust Order amount, costs, penalty, expenses along with attorneys fees with respect to any litigation filed against Paytm Ecommerce by an aggrieved Customer or any third party with regard to Seller’s Products / services the reason for which is attributable to Seller.
3.34. Seller confirms that Seller shall not create multiple accounts with Paytm Ecommerce 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/Buyer wherein the identities of those User/Buyer accounts do not represent the Seller. Seller is in gross violation of the Agreement if he holds multiple User/Buyer or Seller accounts.
E. OBLIGATIONS OF THE PARTIES WITH RESPECT TO PROVIDING MARKETING SERVICES
3.36. Seller shall provide marketing / branding services to Paytm Ecommerce in its Store as and when required by Paytm Ecommerce. The Seller shall provide the below mentioned services as per requirement:
a. Seller shall provide its dedicated bandwidth / resource for branding of Paytm Ecommerce at its Store. Resource(s) deployed by Seller shall promote Paytm Ecommerce to the Buyer at the Seller’s Store.
b. Marketing Services shall include all kind of promotions and branding including placing any kind of Paytm Ecommerce’s branding material (hoardings / stickers / boards etc.) inside or outside Store.
c. Seller shall ensure that Buyer’s adaptability of Paytm Ecommerce increases by encouraging various Buyers to do online transactions on Paytm Mall mobile application.
3.37. Marketing Service Fee for Marketing Services will be decided on campaign to campaign basis. It may be decided as fixed amount based on the specific period or may be based on traffic generated by encouraging Buyer to do online transactions.
3.38 Paytm Ecommerce may provide the Marketing services to the Seller. These services may include promotions on the Platform or through any other source mutually agreed between the Parties. Rates for these promotions shall be decided mutually.
4. PAYMENT TERMS
4.1. Seller shall quote the best, lowest and competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Platform. The Seller shall ensure that the Selling Price shall be same or lower than the price of the Product in the Seller’s Store (if applicable). In case, the Seller has any offers/special schemes running in his Store (if applicable), the same shall also be offered to the Customers on the Platform.
4.2. The Parties mutually agree that Paytm Ecommerce shall have the right to amend/update the Paytm Ecommerce Fees percentage applicable to any Product/Service as provided in the Annexure 2 (Commercial Term Segment), Annexure 4, or Annexure 5 or Annexure 6 with notice of the same to Seller by way of an email and/or a notification on the Seller Panel detailing such modifications/ amendments/ revisions to the Paytm Ecommerce Fees. It shall be the Seller’s responsibility to review the emails / notifications by Paytm Ecommerce from time to time. Seller’s continued use of Seller Panel (including any updated information in Seller Panel, listing of Products, inventory maintenance, etc.) or no response to Paytm Ecommerce within 72 hours after such modifications/ amendments/ revisions of the Paytm Ecommerce Fees shall be deemed as acceptance of such modifications/ amendments/ revisions. In case of any objection from the side of the Seller for any change in Paytm Ecommerce Fees, the same shall be notified by the Seller to Paytm Ecommerce within maximum 30 days from the date of amendment/update and the Parties shall mutually resolve the objection.
4.3. Seller may provide a discount / offer on the Products. The Selling Price of the Products offered for sale by the Seller on the Platform shall be in accordance with applicable laws, rules and regulations (i.e. 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.
4.4. The Selling Price in respect of a Product purchased by a Buyer shall be received in full by Paytm Ecommerce either through the online system, i.e., the payment gateway offered by Paytm Ecommerce on the Platform, or by way of cash on delivery.
4.5. Seller will be responsible for payment of all applicable taxes including GST, local levies or other charges levied by Central/State/local authorities etc., as per prevailing government rates. For the purpose of this Agreement, GST shall include the Central Goods and Services Tax (CGST), the State Goods and Services Tax (SGST), Union Territory Goods and Services Tax (UTGST) and/or the Integrated Goods and Services Tax (IGST), compensation cess or any other indirect taxes including cess as may be applicable. The Seller hereby agrees to provide Paytm Ecommerce with the respective GST TIN Numbers on which Paytm Ecommerce shall raise the invoices. In absence of the same, Paytm Ecommerce shall raise the invoices based on the available address for communication of the Seller and the Seller shall have no objections to the same.
4.6. Seller agrees and acknowledges that Paytm Ecommerce retains the right to deduct tax collected at source “TCS” as per GST law or any other taxes (at rates prescribed under the applicable law), for the Seller with respect to physical goods at net value exclusive of taxes and with respect to services at gross value inclusive of taxes. The Seller shall be responsible for reconciliation of Tax Collected at Source (TCS) with Paytm Ecommerce statements, within the timelines specified by Paytm Ecommerce, or by law, from time to time. In due compliance of it’s obligations, Paytm Ecommerce may remit, the TCS from the Seller, to the respective Central and State Government/Union Territory. Such remittance is in full discharge of obligations on the part of Paytm Ecommerce. Upon the fulfillment of such obligations, Paytm Ecommerce shall not be responsible for any inability on the part of the Seller, to claim a tax credit of the applicable tax collected from it by Paytm Ecommerce.
4.7. Any additional details required by Paytm Ecommerce for computation of TCS like base value, discount from Seller, etc. shall be provided by the Seller within the timelines stipulated by Paytm Ecommerce, or by law.
4.8. The Seller may be eligible to collect TCS credit basis returns filed by the Paytm Ecommerce with the applicable governmental authority, and in case of any discrepancy between the returns/entries filed by the Seller and Paytm Ecommerce the returns/entries filed by Paytm Ecommerce shall be binding on the Seller. Paytm shall not be responsible for denial of TCS credit to the Seller.
4.9. Seller agrees and acknowledges that Seller will pay Paytm Ecommerce, the Paytm Ecommerce Marketplace Fees, Courier Fees, Payment Collection Fees, Fixed Closing Fees, any other fees, and applicable taxes on it, as provided in this Agreement, for all the Orders received through Paytm Ecommerce.
4.10. The GST as applicable on any charges/payments/penalties/damages/interest on late payment recovered under this Agreement shall be borne by and charged additionally to the Seller.
4.11. Paytm Ecommerce shall release the payment of the Seller Proceeds to the Seller within seven to ten working days from date of confirmation of delivery of Product to the Buyer, after deducting Paytm Ecommerce Fees, the Courier Fees, Payment Collection Fees and any other applicable Fees and applicable taxes, as per this Agreement.
4.12. For any Paytm Ecommerce Fees deducted in accordance with clause 4.6, Paytm Ecommerce shall release the TDS amount to the Seller within 30 days after receiving accurate TDS certificate. TDS deposit is explicit responsibility of Seller to government on time as per Income Tax Act.
4.13. Seller agrees that Paytm Ecommerce shall, at all times, have the right and option to deduct / adjust any payments due to, or from, Seller in one transaction, against any payments due to, or from, Seller in other or previous transactions. Further, Paytm Ecommerce shall have the right to hold Seller’s payout for any suspicious sale/transactions done by the Seller.
4.14. As Paytm Ecommerce is providing ecommerce services from its Noida office, place of invoicing shall be Noida. However, Paytm Ecommerce reserves the right to raise invoices from any other office located in different State/UT as per its GST registration as applicable in view of the transaction.
4.15. If required under applicable law, the Seller shall provide to Paytm Ecommerce its Goods and Service Tax Compliance Rating and shall ensure to provide timely update to Paytm Ecommerce in case of any change in the same.
4.16. The Seller acknowledges that each business/office location of the Seller, with different GSTN shall be considered as a separate entity by Paytm Ecommerce for invoicing and GST perspective.
4.17. It shall be the responsibility of the Seller to provide correct Harmonized System Nomenclature Code/Service Accounting Code to Paytm Ecommerce, at the time of listing its Products on the Platform, for the purpose of invoicing.
4.18. The Seller shall keep Paytm Ecommerce indemnified against any claims owing to the failure of the Seller to comply with applicable laws including but not limited to GST.
4.19. Seller shall provide the information like base value and amount of applicable GST charged for computation of TCS and declaration of such data in GSTR-8 of Paytm.
4.20. If required, the Seller shall issues credit notes as per the format provided in the GST Law and in accordance with applicable laws as per the mode and manner specified by Paytm Ecommerce from time to time.
4.21. Seller shall furnish the correct details of the Customers including Customer’s GSTIN while furnishing the GST returns for the sales made to GST registered Customers who have provided their GSTIN details at the time of placing the Order; to enable them to claim the Input Tax Credit of GST.
4.22. In case Seller is unable to pass the GST benefit to the Customer as per statutory timeline and Customer raises the claim request to Paytm Ecommerce, then Paytm Ecommerce reserve the right to adjust /deduct the GST amount from the Seller’s subsequent payout and make payment to the Customer. In case of such repeated instances by the Seller, Paytm E-Commerce reserve the right to delist the Seller from the Platform.
4.23. Seller agrees that Paytm Ecommerce reserves the right to adjust/deduct/recover any outstanding amount due and payable by the Seller to Paytm Ecommerce from advance deposit and/or payouts of any group company/affiliates/associates/partners of the Seller having Seller account on the Paytm Platform. In case the Seller is found operating multiple Seller accounts on Paytm Platform, Paytm Ecommerce reserves the right to adjust/deduct/recover any amount payable by the Seller from advance deposit and/or payouts of any of the Seller’s other account(s) on Paytm Platform.
4.24. In case the Seller’s payout and/or advance deposit amount is nil or less than the amount to be adjusted/deducted/recovered from the Seller under this Agreement, the Seller shall pay the outstanding amount to Paytm Ecommerce on immediate basis. In case of delay in payment by the Seller, interest at the rate of 2% per month shall be charged on the outstanding amount till the time of actual payment by the Seller.
5. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS
5.1. Seller agrees that Paytm Ecommerce’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, Paytm Ecommerce is merely an intermediary and 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 Paytm Ecommerce have any obligations or liabilities in respect of such contract nor shall Paytm Ecommerce hold any rights, title or interest in the Products. Paytm Ecommerce 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.
5.2. Seller shall ensure that 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. Seller agrees and acknowledges that as a market place, Paytm Ecommerce will extend its value added services as opted for by the Sellers by providing mandates to Paytm Ecommerce’s enabling partners for handling of logistics thereby facilitating the smooth functioning of the transaction between Seller and the Buyer and the Seller undertakes to furnish the accurate weights of the Products (i.e., actual weight of the Product and accessories if any, alongwith its Packing) to be shipped by the Courier Partner. In the event of any discrepancy in the weight of the Product provided by the Seller and the weight of the Product provided by the Courier Partner at the time of shipment of pick-up of shipment, the weight provided by the Courier Partner shall be considered to be final and deviations if any in the logistic charges on accounts of such deviations shall be charged to and recovered from the Seller on actual basis. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Seller.
5.3. 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.
5.4. Seller will offer standard manufacturer’s or Seller’s warranty actually associated with the Products. However, the Seller agrees that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against any manufacturing defect or damage reported by the Buyer. 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.
5.5. 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. The Seller shall furnish requisite information/details/clarification within 3 (Three) working days from the time of receipt of the complaint/query/notification from Buyer/Paytm Ecommerce, upon failure of which, Seller shall be deemed to be at fault and Paytm Ecommerce shall be entitled to adjust/deduct/recover amount as applicable.
5.6. The Seller undertakes to bear all logistics cost with respect to return/reverse/replacement Orders and also acknowledges the Reverse Logistics Cost as stated in this Agreement.
5.7. 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 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 Paytm Ecommerce.
5.8. Seller undertakes to provide its signature along with its stamp with the date of receiving and with the Seller’s name /contact number on all return shipments POD Slip. In absence of such evidence on return shipments, no return shipment query will be entertained. Additionally if the outer packaging of the shipment seems damaged, tampered, crushed, re-taped, the Seller shall add remarks such as ‘damaged’, ‘tampered’ on the POD along with its signature. Under any scenario, while receiving the return shipment if the Courier Partner does not allow Seller to write remarks, then Seller on accepting the shipment shall make a video recording while opening return shipment in front of Courier Partner which shall help Seller in getting the reimbursement if the Product under return shipment is not in its original condition. The video shall act as an evidence to support Claims of Seller. In the absence of such a video recording or remarks on the POD, Paytm E-commerce on its sole discretion shall take the decision which shall be final and binding in nature.
5.9. In case of return of Product owing to either non-delivery of the Product or to a return/exchange request by the Customer, the Seller shall accept all the return shipments irrespective of the condition of the shipment. The applicable process on return of Product and the ancillary reverse logistics cost/refund/reconciliation/dispute raising processes shall be governed by the terms and conditions and policies listed on https://gobig.paytmmall.com.
5.10. The acceptance of a return request raised by the Customer shall be at the sole discretion of Paytm Ecommerce.
5.11. In case the condition of the Product on return is partially/completely damaged or the return shipment is missing an accessory/freebie or is wrong/empty/lost etc., the Seller undertakes to raise return shipment queries strictly through the Seller Panel within the below mentioned timelines (“Claims”), failing which such queries of Seller shall not be considered/entertained by Paytm Ecommerce. All supporting documents as required for submission/validation of the Claim shall be provided by the Seller to Paytm Ecommerce through the Seller Panel only.However, Depending on the claim type, following are the mandatory supporting documents that the Seller shall share while raising a claim:
a. Images of all 6 sides of return Product;
b. Polybag serial number mentioned on the package;
c. Image of packaging slip/ POD;
d. 360° video while unpacking the Products (including the serial number, IMEI number or any unique identifying number);
5.12. Timelines for submission of Claim/support requests on Seller Panel:
|Type of Claim||Timeline|
|In case of non-receipt of “RTO” (Return before delivery) Products||7 days from the ‘Return Delivered’ or ‘RTO Delivered’ date as mentioned on the Seller Panel|
|In case of non-receipt of “DTO” (Return after delivery) Products||7 days from the ‘DTO Delivered’ date mentioned on the Seller Panel|
|Any issue regarding Order cancellation||7 days of Order being marked as ‘Cancelled’ on the Seller Panel|
|Fully/Partially Damaged Product/Empty shipment received/ wrong Product received||2 days from the ‘Return Delivered’ or ‘RTO Delivered’ date as mentioned on the Seller Panel|
|Any other queries such as short product (products with lesser quantity) / accessories / freebies missing||7 days from the ‘Return Delivered’ or ‘RTO Delivered’ date as mentioned on the Seller Panel|
|In case where Product is not shipped and is marked “RTO initiated”, any Claim for Product/payment||7 days from the ‘RTO initiated’ date mentioned on the Seller Panel|
5.13. Any query of the Seller regarding commission charged shall be raised with Paytm Ecommerce within 3 (Three) months from the date of Order failing which the commission charged shall be deemed to be final and accepted by the Seller.
5.14. Claims raised by the Seller shall be investigated by Paytm Ecommerce and basis the investigation the Claim may be validated/ rejected at the sole discretion of Paytm Ecommerce.
5.15. Notwithstanding anything to the contrary, in case of return of Product owing to either non-delivery of the Product or to a return/exchange request by the Customer, on a monthly basis, Paytm Ecommerce shall approve validated Claims only upto a ‘Reimbursable Return Percentage’. The ‘Reimbursable Return Percentage’ shall mean the maximum percentage of validated claims which may be approved by Paytm Ecommerce for reimbursement to the Seller as per the sole discretion of Paytm Ecommerce. It is clarified that, in case the actual validated Claims are less than the Reimbursable Return Percentage, only the actual validated Claims shall be reimbursed.
The Reimbursable Return Percentage for different categories shall be as follows:
|Category||Sub-Category (L2)||Reimbursable Return Percentage|
|Apparel||All||15% of the total returns delivered to the Seller in the applicable month|
|Consumer Electronics||Storage||15% of the total returns delivered to the Seller in the applicable month|
|Consumer Electronics||Others||15% of total returns delivered to the Seller in the applicable month|
|Fashion Accessories||All||15% of total returns delivered to the Seller in the applicable month|
|Footwear||All||15% of total returns delivered to the Seller in the applicable month|
|General Merchandise||All||12% of total returns delivered to the Seller in the applicable month|
|Groceries||All||15% of total returns delivered to the Seller in the applicable month|
|Home and Kitchen||All||11% of total returns delivered to the Seller in the applicable month|
|Laptops and PC||All||15% of total returns delivered to the Seller in the applicable month|
|Large Appliances and Televisions||All||15% of total returns delivered to the Seller in the applicable month|
|Mobiles||All||15% of total returns delivered to the Seller in the applicable month|
|Small Appliances||Other Large Appliances – Geysers, Purifiers etc||15% of total returns delivered to the Seller in the applicable month|
|Small Appliances||Others||15% of total returns delivered to the Seller in the applicable month|
5.16. The clauses hereinafter shall be applicable on in case of non-LMD Sellers.
5.16.1. 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 hours 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 by Paytm Ecommerce.
5.16.2. Seller shall deliver the Orders in accordance with the time-lines mentioned in Annexure 2/Annexure 4/Annexure 5/Annexure 6 (as applicable) of Agreement. Seller confirms and acknowledges that Paytm Ecommerce reserves its right to refund any Order with prior information to the Seller in case of Shipment SLA breach and the Seller shall 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.
5.16.3. In cases of breach by the Seller of the applicable Shipment SLA + delivery timeline, a period of three (3) days may be allowed to the Seller to mark the Order as ‘delivered’ on the Seller Panel and in cases of failure by the Seller to mark Order as ‘delivered’ within this additional period, the Seller shall receive written intimation from Paytm Ecommerce to mark the Order as ‘delivered’ in next two (2) days. Thereafter, Orders which still are not marked as ‘delivered’ by the Seller shall be marked as ‘returned’ in the Seller Panel by the Paytm Ecommerce, for which Seller shall receive a written intimation from Paytm Ecommerce and the Seller shall not get any Seller Proceed for that Order and Order refund shall be initiated for the Customer. Further, Paytm Ecommerce shall not entertain any claim/query from the Seller for abovementioned instances. Decision taken by Paytm Ecommerce shall be final in this regard.
5.16.4. In case the Buyer cancels his/her Order for any reason whatsoever before the delivery of such Order, Paytm Ecommerce 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 Paytm Ecommerce about such return/reverse initiation of shipment and Paytm Ecommerce confirms that Paytm Ecommerce 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 Paytm Ecommerce informing 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 Paytm Ecommerce.
5.16.5. Seller shall furnish to Paytm Ecommerce Proof of Delivery (“POD”) /Dispatch of Order within 72 hours of such request by Paytm Ecommerce. On failure of Seller to provide the same within 72 hours, Paytm Ecommerce 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. Paytm Ecommerce can request for POD from Sellers maximum after 20 days post-delivery.
5.16.6. In case of delivery of Order by in person, it is mandatory for the Seller to share Proof of Delivery with Paytm Ecommerce 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 & Aadhaar Card), Recipient’s Relation with Customer. In absence of these proofs, no return related query will be entertained by Paytm Ecommerce
6. REPRESENTATIONS AND WARRANTIES
The Parties hereby represent and warrant to each other as under:
6.1. The Parties have all requisite power and authority, are legally competent to enter and 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
6.2. 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.
6.3. The Seller undertakes that, at all times during the Term of this Agreement, it will:
a) abide and be bound by the terms and conditions of the Agreement, the Paytm Ecommerce Policies and the other Platform policies, as may be applicable to the Seller;
b) not to offer for sale/sell/deliver any Prohibited items or refurbished Products or to which he has not rights to, on the Platform;
c) deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement; and
d) 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.
e) Seller undertakes to provide the correct weights of the Products for accurate charging of Logistics, in case of any discrepancy found in weights Paytm Ecommerce reserves the rights to correct the weights and charge as per actual.
f) The Selling Price which is decided and listed by Seller will be locked and saved in the system. At any point of time, Seller will not be allowed to amend the prices without informing Paytm Ecommerce in advance. It is clarified that Paytm Ecommerce shall not suggest or influence Selling Price in any manner and it will solely be the Seller’s responsibility to decide the same.
6.4. Paytm Ecommerce is a provider of Tech platform only and does not provide any discount on price listed by Seller and does not reimburse any discount offered by the Seller. Seller has the sole right and prerogative to list the price of the Products and/or Services that are being offered for sale by the Seller through the Platform.
6.5. The Seller represents and warrants that
6.5.1. the Seller is competent to contract and is not disqualified from contracting under any law in India.
6.5.2. The Seller has and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term.
6.5.3. the Seller shall not describe himself/itself as an agent or representative of Paytm Ecommerce or make any representations to any Buyer or any third party or give any warranties which are of such a nature that Paytm Ecommerce may be required to undertake, or be liable for, whether directly or indirectly.
6.5.4. 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.
6.5.5. the Seller shall not, at any time during the Term, transact with any Buyer directly in connection with the Order through the Platform.
6.5.6. 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.
6.5.7. 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, Paytm Ecommerce, from any liability in this regard.
6.5.8. 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 Paytm Ecommerce indemnified against any claim or damage arising out of such breach as detailed in Annexure 7.
6.5.9. The content of the Products, the text descriptions, graphics or pictures (“content”) in respect of the Catalogue 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 Paytm Ecommerce non-exclusive, royalty free and irrevocable rights to use, display, store, reproduce, publish, transmit, cache the said content.
6.6. Seller agrees, acknowledge and understand that:
6.6.1 Seller is using the Platform provided and owned by Paytm Ecommerce;
6.6.2 The permission granted by Paytm Ecommerce to use the Platform as an online market place is on a non-exclusive basis;
6.6.3 Paytm Ecommerce reserves the right to deny access to, or revoke, such permission to use the Seller Panel and/or Platform at any time;
6.6.4 Paytm Ecommerce shall have the right to remove the listing of any Product being offered for sale by Seller;
6.6.5 Various banks, payment instrument provider offers cash back on usage of their payment instrument to the buyers for payment of Product / Services using their payment instrument. Seller hereby provides his consent allowing such offers by payment instrument companies to the buyers.
6.6.6 Any and all data derived as a result of this Agreement will be owned by Paytm Ecommerce 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
6.6.7 For the duration of the Term, the Platform shall be maintained by Paytm Ecommerce. The ownership of the Platform shall vest with Paytm Ecommerce and Paytm Ecommerce shall make its best efforts to deal with any technical issues affecting the Platform (such as, for instance, the Platform becoming inoperative). Paytm Ecommerce 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 Paytm Ecommerce.
6.7. Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Paytm Ecommerce, 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.
6.8. In the event of any breach or delay in the fulfillment of Seller’s obligations by Seller, due to any reason, Paytm Ecommerce shall not be held liable/responsible. Paytm Ecommerce 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.
6.9. The Seller represents that the Seller shall not, at any time, use any intellectual property of Paytm Ecommerce in any manner without the prior written consent of Paytm Ecommerce. The Seller also represents that the Seller shall not purchase any Paytm Ecommerce metatags on the Internet without the prior written consent of Paytm Ecommerce.
6.10. Seller agree that Seller will abide by and be bound by the terms and conditions of this Agreement and Paytm Ecommerce Policies, including any amendments thereto made by Paytm Ecommerce from time to time which may be made without notice to Seller.
6.11. 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 Paytm Ecommerce may initiate civil and/or criminal proceedings against the Seller and Paytm Ecommerce 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.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. 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 Paytm Ecommerce has the exclusive right to supervise, allow and reject the contents of the Platform. Paytm Ecommerce 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.
7.2. Seller hereby grants to Paytm Ecommerce 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
7.3. Seller hereby authorize Paytm Ecommerce 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.
7.4. In the event the Seller has availed the Brand Store Facilities from the Paytm Ecommerce, the Seller thereunder authorizes Paytm Ecommerce to list it authorized dealers/distributers with the said Brand Store under the Sellers logo or trademark or Brand Name etc. Under Legal Definite Agreement with the said Dealers or Distributers If any of the Dealers or Distributers violates, infringes, indulges in any malpractices, Paytm Ecommerce reserves the right to suspend, delist, block the said Dealer or Distributer including without limitation the Seller from the Platform.
7.5. Seller acknowledges that Paytm Ecommerce 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), Paytm Ecommerce may, at its own discretion, remove / delist the allegedly infringing Products / content from the Platform, with or without prior notice to Seller.
7.6. Design of Paytm branded packaging material is intellectual property of Paytm Ecommerce or its affiliates and Paytm Ecommerce’s consent is required to use the design to provide packaging material. Selling without consent to any individual is not permitted. Branded packaging material sold through market place will have Paytm Ecommerce’s commission involved for listing on the Seller services portal
8. ANTI BRIBERY AND ANTI CORRUPTION POLICY AND INTERESTED PARTY DISCLOSURE
8.1 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 Paytm Ecommerce or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and Paytm Ecommerce 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 Paytm Ecommerce in order to investigate any possible instances of unethical behavior or business conduct violations by an employee or hired person of the Seller.
8.2 Seller represents and warrants that, except as disclosed to Paytm Ecommerce,
8.2.1. 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.
8.2.2. None of his family member or direct relative(s) is an existing employee of Paytm Ecommerce and shall disclose the same in the event such family member or direct relative is an existing employee of Paytm Ecommerce.
In the event that during the Term there is a change in the information contained in this sub-clause, Seller agrees to make immediate disclosure to Paytm Ecommerce, and in that case, Paytm Ecommerce reserves the right to immediately terminate this Agreement by written notice.
9.1. The Seller agrees and undertakes to indemnify and to hold harmless Paytm Ecommerce, 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 food, information technology, money laundering, data protection and consumer protection); or (iii) any breach by the Seller of any Paytm Ecommerce Policies.(iv) Any fraud, willful default, gross negligence, misrepresentation by the Seller, and (v) Any violation of third Intellectual Property Rights (vi) any claim made by Buyers for inaccurate Product availability details that are displayed on the Platform due to any negligence / default on the part of Seller
9.2. Additionally, the Seller shall, at all times and to the complete satisfaction of Paytm Ecommerce and without demur, at its own expense, indemnify, defend and hold harmless, Paytm Ecommerce and its officers, directors, employees, associates successors, representatives and agents, against any third party claim, demand, suit, action or other proceeding brought against Paytm Ecommerce 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.
10. LIMITATION OF LIABILITY
TO THE GREATEST EXTENT PERMISSIBLE UNDER LAW, PAYTM ECOMMERCE SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, LOSS OF PROFITS, BUSINESS, REVENUE AND/OR GOODWILL. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF PAYTM ECOMMERCE AND ITS AFFILIATES UNDER AGREEMENT OR OTHERWISE, FOR ANY AND ALL CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER LIABILITY ARISES DUE TO NEGLIGENCE OR OTHER TORT, BREACH OF CONTRACT, VIOLATION OF STATUTE, MISREPRESENTATION OR FOR ANY OTHER REASON), SHALL AT ALL TIMES BE LIMITED TO RUPEES FIVE THOUSAND (RS.5000) ONLY.
11. TERM, TERMINATION AND CONSEQUENCES OF TERMINATION
11.1 Term: Agreement shall come into force on the Effective Date and shall continue unless terminated as per terms of this Agreement.
11.2 This Agreement may be terminated by Paytm Ecommerce, with immediate effect:
a) if Seller is in breach of any of its obligations, gross violation of terms, found to be involved into any malpractice as explained herein above, found in breach of representations or warranties, or any other material terms as contained in this Agreement and/or any of the Paytm Ecommerce Policies;
b) 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.
11.3 Paytm Ecommerce 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 or without any reason.
11.4 Notwithstanding anything contained under this Agreement, any Party may terminate this Agreement for convenience upon in writing advance notice of thirty (30) days to other Party.
11.5 On termination of this Agreement:
a) Paytm Ecommerce 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 Paytm Ecommerce, in its discretion, permits such re-registration;.
b) Seller shall return to Paytm Ecommerce all the confidential information of Paytm Ecommerce and all other properties and materials belonging to Paytm Ecommerce. Where the confidential information cannot be returned in material form, Seller shall destroy all of Paytm Ecommerce’s confidential information and shall provide Paytm Ecommerce with a certificate of destruction with respect to the same.
11.6 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.
11.7 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. Paytm Ecommerce shall be entitled to adjust any monies, due from Seller to Paytm Ecommerce till the date of termination, from the Seller Proceeds payable to Seller on termination.
11.8 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.
12. GENERAL TERMS
12.1. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION: This Agreement and any disputes arising hereunder shall be determined in accordance with the laws of India. 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 courts of New Delhi, India, shall have exclusive jurisdiction in connection with this Agreement.
12.2. 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 Paytm Ecommerce, 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
12.3. FORCE MAJEURE: No Party shall be liable for failure to perform its obligations due to Force Majeure circumstances including but not limited to floods, natural disasters, war, act of terror, political unrests, technical snags, act of God, change of laws or any circumstance beyond the reasonable control of Parties (“Force Majeure Event”).
12.4. NOTICES: to be served by email or post to the addresses as stated above.
12.5. ASSIGNMENT: Seller shall not have the right to assign this Agreement without the prior written consent of Paytm Ecommerce. Paytm Ecommerce shall always retain the right to assign the services provided by it under this Agreement for such remaining period of the Agreement, to any of its chosen subsidiaries, affiliates, associates and there would be no new agreement between the new acquirer and Seller for the services provided by Paytm Ecommerce under this Agreement. Paytm Ecommerce shall however intimate the same to the Seller either through a notice on Platform, by email or send a written notice of the above to Seller.. This Agreement shall apply to and bind any successor or permitted assigns of the Parties hereto.
12.6. MODIFICATION: Shall be effective or binding if agreed in writing by authorized representatives.
12.7. 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.
12.8. ENTIRE AGREEMENT: This Agreement, including Annexures and T & C added from time to time, shall constitute entire and final agreement between Seller and Paytm Ecommerce with respect to the subject matter covered herein.
12.9. 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
12.10. 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.
12.11. 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.
12.12. 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 Paytm Ecommerce to examine, inspect, audit, and review at Seller’s own cost/expense, 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.
12.13. AMENDMENT: Paytm Ecommerce may amend the terms and conditions of this Agreement including the Annexures and the Paytm Ecommerce 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 Paytm Ecommerce. 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 Paytm Ecommerce.
12.14. COMMUNICATION: Seller gives explicit consent and allows Paytm Ecommerce to send the messages/communication through email or mobile or any other mode of communication from time to time.
12.15. E-AGREEMENT: Seller hereby agrees and undertakes that Seller is legally entitled and eligible to enter into this e-Agreement (if executed through electronic means) and further agrees and undertakes to be bound by and abide by this Agreement and the person accepting this Agreement by and on behalf of the Seller is authorised representative of the Seller and is entitled and is legally authorised to bind the Seller on whose behalf this Agreement is being accepted.
(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;
(iii) Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (Spam);
(iv) Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
(v) Child pornography which includes pornographic materials involving minors;
(vi) Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
(vii) Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
(viii) Copyrighted software, which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
(ix) 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;
(x) Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
(xi) Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
(xii) Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
(xiii) 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;
(xiv) Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;
(xv) Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts;
(xvi) Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
(xvii) 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;
(xviii) Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals;
(xix) 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;
(xx) Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances;
(xxi) 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;
(xxii) Securities, which includes stocks, bonds, or related financial products;
(xxiii) Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
(xxiv) Traffic devices, which includes radar detectors/hammers, license plate covers, traffic signal changers, and related products;
(xxv) Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
(xxvi) Wholesale currency, which includes discounted currencies or currency, exchanges;
(xxvii) Live animals;
(xxviii) Multi-Level marketing collection fees;
(xxix) Matrix sites or sites using a matrix scheme approach;
(xxx) Work-at-home information;
(xxxi) Drop-shipped merchandise;
(xxxii) Collecting and effecting / remitting payments directly /indirectly outside India in any form towards overseas foreign exchange trading through electronic/internet trading portals;
(xxxiii) Whole Nutmeg;
(xxxiv) Milk Powder without mandatory BIS certification;
(xxxv) Packaged Natural Mineral Water and Packaged Drinking Water without mandatory BIS certification;
(xxxvi) Genetically modified foods or foods with genetically modified ingredients/GMOs;
(xxxvii) Beef or products containing Beef as ingredient in any form;
(xxxviii) Chocolates with liquor;
(xxxix) Milk and Milk Products from China;
(xl) Food products with misleading Health claims/Nutrition claims;
(xli) Imported food products on the Prohibited list or from the Prohibited source and the restricted list as notified by the DGFT (Directorate General of Foreign Trade);
(xlii) Products containing Hemp seed as an ingredient; and
(xliii) Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, local or international including all the laws of India.
Guidelines regarding Paytm Ecommerce’ IPR
1. “Intellectual Property Rights”/”IPR” means any right that is or may be granted regarding patents, copyrights, designs, labels, know how, trade names, trademarks, service marks, logos and other distinctive brand features or business identifiers, technical information and equivalents of the foregoing and all other intellectual property rights whatsoever whether registered or unregistered, including rights in any applications or registrations for any of the foregoing and their respective renewals, continuations and extensions in any state, country or jurisdiction.
2. Seller represents and warrants that it is involved in manufacturing/sale/marketing of Product(s) containing Paytm Ecommerce’ packaging material including but not limited to box, tape, polybag, label, envelop, gift wrap etc., which comprises Intellectual Property Rights belonging to Paytm Ecommerce, to fulfill Orders received on the Platform.
3. Paytm Ecommerce has licensed the use of its Intellectual Property Rights by the Seller, without any charges for the same, with respect to the Seller’s Product(s), for limited use of manufacturing, and sale of the Product(s) exclusively through Paytm Platform, or any third party’s Platform but only with Paytm Ecommerce’ prior written consent.
4. Seller agrees that any of its Product using Paytm Ecommerce’ Intellectual Property Rights shall not be sold by it other than through Paytm Platform in violation of the terms of this Agreement.
5. Seller agrees that any breach by the Seller of the terms herein shall cause irreparable losses to Paytm Ecommerce and shall be subject to the consequences as mentioned in the Agreement including in “OBLIGATIONS OF THE SELLER ON MALPRACTICE” clause giving the rights to Paytm Ecommerce including but not limited to impose, deduct or recover Rs. 10 Crore or annual Marketplace GMV of the Seller whichever is higher.
6. 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 Platform and further undertakes to fulfil the Orders placed by the Buyer promptly. In the event of delay in shipment/delivery of Product or Seller cancellation of Orders due to non-availability of Product, the Seller acknowledges that Paytm Ecommerce reserves its right to take action as contemplated under the Agreement.
7. Seller acknowledges that Paytm Ecommerce has the right to cap the maximum quantity of Product that the Seller may list in Paytm Platform in order to control the maximum number of Order Seller can receive and deliver the Orders on time.
8. Seller acknowledges agrees that Paytm Ecommerce shall have the right to hold/deduct/adjust Order amount, costs, penalty, expenses along with attorney’s fees with respect to any litigation filed against Paytm Ecommerce by an aggrieved customer or any third party with regard to Seller’s Products / services the reason for which is attributable to Seller.
9. Seller confirms that Seller shall not create multiple accounts with Paytm Ecommerce 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/Buyer wherein the identities of those User/Buyer accounts do not represent the Seller. Seller is in gross violation of the Agreement if he holds multiple User/Buyer or Seller accounts.
10. Seller further agrees that it shall immediately terminate manufacturing and sale of Product(s) using Paytm Ecommerce’ Intellectual Property Rights, on receipt of a written notice from Paytm Ecommerce to that effect, and any unsold Product(s) shall be handed over to Paytm Ecommerce or other Paytm Marketplace Sellers as per discretion of Paytm Ecommerce. Thereafter, the Seller shall not use Paytm Ecommerce’ IPR in any manner howsoever.
11. The Seller, apart from its indemnification obligations under the Agreement, shall additionally indemnify and hold harmless Paytm Ecommerce, 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 attorney’s fees) incurred by Paytm Ecommerce/any User(s)/other Paytm Marketplace Seller(s)/any third Party by reason of (i) any breach or alleged breach by the Seller of the Seller’s obligations under this Agreement and/or (ii) any violation by the Seller of Intellectual Property Rights belonging to Paytm Ecommerce or any third Party.
A. Seller do hereby certify, undertake and guarantee as under:
1. The Products being sold by the Seller on the Paytm Platform are lawfully manufactured/sourced by the Seller and the Seller is legally authorized to sell the same through the Platform.
2. The Products are authentic and genuine products and are not impaired in any manner including but not limited to being fake, duplicate, spurious, counterfeit, damaged, defective, refurbished, previously owned or non-compliant with applicable national/international laws.
3. All manufacturer warranties and guarantees in respect to the Products are applicable and shall be honored by the Seller/applicable manufacturer of the Product.
4. On request by Paytm Ecommerce, the Seller shall provide adequate evidence thereby certifying the authenticity and genuineness of the Products within two days of such request.
5. On request by Paytm Ecommerce, the Seller shall provide adequate undertaking from the manufacturer/importer in respect of the authenticity and genuineness of the Products.
6. The Seller is legally authorized to publish on the Paytm Platform, the content including but not limited to trademarks, products descriptions etc. provided by it to Paytm Ecommerce for listing the Products for sale on the Paytm Platform.
7. The sale of the Products and publishing of the content on the Paytm Platform shall not amount to infringement of intellectual property rights of any party.
8. Seller understands, agrees and acknowledges that Paytm Ecommerce is an intermediary and online e-commerce marketplace which facilitates the online transaction for sale of various products/services between the Seller and buyer and that there is no privity of contract between the buyer and Paytm Ecommerce.
9. Seller shall at all time comply with the provisions of all the laws applicable including but not limited to Bureau of Indian Standards Act, 2016, Legal Metrology Act 2009 and any other applicable laws as amended from time to time.
10. Seller represents that it has obtained all the requisite licenses, certifications, permits, permissions and shall sell products on the Platform in full compliance to the provisions of Bureau of Indian Standards Act, 2016.
11. Sellers represents that its products bears BIS prescribed standard mark ( ) in compliance with the Electronics & Information Technology Goods (Requirement for Compulsory Registration) Order, 2012.
12. Seller shall be solely liable for any and all statutory penalties, fines, complaints, disputes, litigations for being non-compliant to any applicable laws.
13. The Seller agrees to indemnify Paytm Ecommerce from any liability in this regard.
14. The Seller further authorizes Paytm Ecommerce to list details, including but not limited to Seller address, contact details, GSTIN etc. on the Paytm Platform and conduct necessary due diligence, if required, at its end. The Seller agrees that Paytm Ecommerce shall be at liberty to terminate this agreement in the event any of the guarantees, warranties, documents, confirmations, declarations, undertaking provided are found to be false / incorrect subsequently.