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Seller Agreement

Seller Agreement

SELLER AGREEMENT

This Agreement is made and entered at ______ day of ________ 2026 (this “ Agreement”), by and between:

Aeliya Technologies Private Limited, a company incorporated under the laws of India and having its registered office at KP Aurum, Office No. 901-902, 908, Marol Maroshi Road, near Wiscon Pharmaceuticals Pvt Ltd, Andheri East, 400059 (hereinafter referred to as the "Platform" which expression, unless repugnant to the context or meaning thereof, includes its successors, legal representatives and permitted assigns) of the FIRST PART;

AND __________________, A Company Incorporated Under The Laws Of India And Having Its Registered Office At _____________________________(hereinafter referred to as the "Seller" which expression, unless repugnant to the context or meaning thereof, includes its successors, legal representatives and permitted assigns) of the SECOND PART;

For the purposes of this Agreement, the Platform and the Seller have been individually referred to as "Party" and collectively as the “Parties.”
WHEREAS:

A. The Seller wishes to list and sell items on the Platform under the terms and conditions set forth in this Agreement.

B. The Platform is engaged in the business of hosting and operating an online marketplace that allows the Seller to list and sell items to the buyers.

C. The Seller agrees that the Platform solely acts as an intermediary, providing a digital space for transactions but does not take ownership of any items listed

D. The Seller has agreed to accept the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions and understandings set forth in this Agreement and other good and valuable consideration (the receipt and adequacy of which are hereby mutually acknowledged), the Parties with the intent to be legally bound hereby agree as follows:

DEFINITIONS AND INTERPRETATIONS

1.1 In this Agreement, unless the context requires otherwise, the following expressions have the following meanings:

A. “Agreement” shall mean this Seller Agreement and all the attachments, annexures and schedules hereto, including all modifications and variations made hereto in writing.

B. “Affiliate” shall mean, with respect to a person, organization or entity, any person, organization or entity controlling, controlled by or under common control with, such person, organization or entity. For purposes of this definition only, “control” of another person, organization or entity will mean the possession, directly or indirectly, of the power to direct or cause the direction of the activities, management or policies of such person, organization or entity, whether through the ownership of voting securities, by contract or otherwise.

C. “Applicable Laws” shall mean and include all Applicable Laws, by-laws, rules and regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or other requirements of any concerned Statutory Authority in any relevant jurisdiction within India.

D. “Seller” shall mean a person or company offering Products for sale.

E. “Buyer” shall mean any individual or entity that purchases items listed by the Seller on the Platform

F. “Confidential Information” shall mean any and all Information, Documentation, or knowledge in any form relating to the Platform and its assets, not generally known to the public, disclosed to, or obtained directly or indirectly by the Parties, or derived in any way by it as a result of the performance of its obligations hereunder, including, without limitation, Information relating to Platform’s current and contemplated products and services; product designs; inventions, proprietary rights and shall also include terms of this Agreement. The term “Confidential Information” does not include information which (i) is or becomes generally available to the public other than as a result of disclosure by the Platform in breach of this Agreement, (ii) was available to the Platform on a non-confidential basis as shown in written records prior to its disclosure to the Platform (iii) is independently developed by the Platform without any use of or benefit from the Confidential Information and such Independent development can be documented by the Platform with written records.

G. “Compliant Invoice/Invoice” shall mean an Invoice that identifies the parties involved in the transaction and the final Price to be paid for the delivery of the Products.

H. "Commission" means the percentage of each sale that the Platform retains as a service fee, as detailed in Schedule A

I. “Defect” shall mean an original Defect in design or manufacture or non-adherence to specifications of the Product.

J. “Documentation” shall mean the system description documents, general instructions, drawings, diagrams and any other written material as well as an electronic material and in the English language only and in the Platform’s standard format that the Platform has provided to the Selleru in this Agreement.

K. “Force Majeure” shall mean any earthquake, embargo, fire, volcanic eruption, act of war, sabotage, strike(s) (which involve the Parties themselves as well as any third Parties), band(s), terrorism, invasion, revolution, event of military or usurped power, civil war, riot, civil commotion or disorder, acts of government, confiscation for public needs, invocation of relevant force majeure clause/s under one or more licences granted by Government of India, natural calamity or, discontinuation of public or private transportation or supply of energy,non-availability of material or components in the manufacturing of the Products or any other event beyond the reasonable control of the either Party.

L. “Handling Costs” shall mean all types of costs associated with preparing and transporting the inventory.

M. “Intellectual Property Rights” shall mean patents, Copyright, design rights, trademarks, service marks, trade names, domain names, database rights, rights in know-how, new inventions, designs or processes and other Intellectual Property Rights (of whatever nature and wherever arising, whether now known or hereafter created) and in each case whether registered or unregistered and including applications for the grant of any such rights.

N. “The Micro, Small and Medium Enterprises Development Act, 2006” (MSME Act) shall mean the act to provide for facilitating the promotion and development and enhancing the competitiveness of micro, small and medium enterprises and for matters connected therewith or incidental thereto.

O. “Marketplace” shall mean a virtual platform, where multiple buyers and sellers can connect and transact, facilitating the exchange of goods.

P. "Platform" means the digital marketplace, including its website, mobile application, and associated systems, operated by [Insert Platform Name] to facilitate the buying and selling of Products between Sellers and Buyers.

Q. “Purchase Order” (PO) shall mean a legal document that buyers send to sellers to document the sale of products. The PO shall include without limitation all details of the Product, Product Prices, Product specifications, timelines for delivery of the Products and designated place of delivery.

R. “Price” shall mean the unit Price and corresponding extended Price of the Products.

S. “Product(s)/Items” shall mean all goods listed by the Seller on the Platform for sale.

T. “Quality Check” shall mean the process through which the Seller shall ensure that the Product quality, specifications, and condition match the description, images, and standards provided by the Seller in the Product listing on the Platform.

U. “Returnable Products” shall mean all the Products that are to be returned from the Buyer to the Seller for any reason mentioned in this Agreement.

1.2 Unless the context requires otherwise, words importing the singular include the plural and vice versa, and words importing a gender include every gender.

1.3 References to the enactment, order, regulation, or similar instrument shall be construed as references to the enactment, order, regulation, or instrument in force, as amended by any subsequent enactment, order, regulation, or instrument.

1.4 References to recitals, clauses, appendices, Schedules and Articles are references to recitals, clauses, appendices, Schedules and Articles of this Agreement.

1.5 Reference to any statute or any statutory provision includes a reference to that statutory provision as from time to time amended, extended or re-enacted.

1.6 In construing this Agreement and any other Agreement or arrangement entered for the purpose of and/or in relation to and/or in the course of the performance of the services of the Parties to this Agreement, the provisions in this Agreement shall be construed as unconditional and without qualification, restriction, or diminution other than as expressed in this Agreement, and fundamental to and of the essence of the Agreement(s) between the Parties hereto relating to the matters set out in this Agreement, and shall override a different intention arising from other terms or provisions (whether express or implied) in other Agreements or arrangements (whether legally enforceable or not) affecting the Parties hereto or any other persons

Eligibility

2.1 Only persons who can form legally binding contracts under the Indian Contract Act, 1872 who are not otherwise restricted by any Law or regulatory blacklistmay register as Sellers on the Platform. Minors, un-discharged insolvent, or any persons legally incompetent to contract are prohibited from registering.

2.2 If a Seller registers on behalf of a business entity, such Seller represents and warrants that they are duly authorized by such entity to enter into this Agreement and bind such entity. The Seller shall provide the Platform with such documents, including an authority letter on the entity’s letterhead, as may be required.

Seller Account and Security

3.1 To use the Platform, the Seller must create a Seller Account with valid details including name, business entity details, place of incorporation, and contact information (“Account Information”).

3.2 The Seller shall be solely responsible for:

(a) maintaining the confidentiality of its Account Information and passwords;

(b) ensuring no unauthorized access occurs;

(d) promptly notifying the Platform of any unauthorized use or security breach.

3.3 The Seller shall be liable for all activities carried out through its account, whether authorized or unauthorized. The Platform shall not be responsible for any misuse or resulting losses

SCOPE OF WORK

4.1 The Platform agrees to act as an intermediary under the terms and conditions of and in conformance with this Agreement.

4.2 The Platform shall furnish and maintain an online marketplace ("Marketplace") that enables the Seller to list, promote, and sell Items to potential Buyers.

4.3 The Platform reserves the right, from time to time during the term of this Agreement, to expand, supplement, modify or reduce the Scope of Work, features, or services offered upon providing reasonable written notice to the Seller. The Seller agrees to cooperate in good faith with such changes.

4.4 The Seller shall comply with all applicable time requirements in providing the Platform with the services, reports, delivery and all other information, as mutually decided by both Parties, as requested by the Platform from time to time, with respect to all services.

4.5 The Seller shall adhere to the following performance standards in relation to all Products listed, promoted, and sold on the Marketplace:

The Seller shall acknowledge and process all orders placed through the Platform within 24 hours from receipt of the order confirmation, ensuring timely preparation for dispatch.
The Seller shall ensure dispatch of all confirmed orders within the handling time specified in the product listing, or if not specified, within 2 (two) business days from order confirmation, using reliable and traceable shipping methods. The Seller shall provide tracking information to the Buyer and the Platform on the same day as dispatch. Failure to update the tracking details may result in listing suspension.
The Seller shall acknowledge all customer inquiries, complaints, or communications routed through the Platform within 24 (twenty-four) hours, and shall work to resolve issues within 2 (two) business days, handling all matters promptly and professionally.
The Seller shall maintain accurate and up-to-date inventory records on the Platform. Any changes in stock availability must be updated on the Marketplace in real time of the change occurring. The Seller shall ensure that Products listed as “available” are in fact available for immediate sale and shipment.
The Seller shall establish and follow appropriate internal quality control procedures to ensure that all Products shipped are in conformity with the representations made on the Marketplace. The Seller shall inspect and verify the condition, functionality, and packaging of all Products prior to dispatch.
The Platform shall have the right to monitor the Seller’s performance for compliance with this Clause. In the event of any breach or repeated non-compliance, including but not limited to delayed order processing, inaccurate inventory, or customer complaints, the Platform may:

(i) issue a written warning to the Seller outlining the breach;

(ii) suspend specific listings or functionality pending remediation;

(iii) terminate this Agreement with immediate effect in accordance with the termination provisions herein, upon repeated breaches or material default.

REPRESENTATIONS AND WARRANTIES

5.1 Seller represents and warrants that:

(a) the Products: (i) are genuine, Defect-free and have requisite manufacturer warranty (ii) are as per the specifications; (iii) and all constituents thereof are new and not refurbished or reconditioned, unless otherwise agreed in writing; (iv) are not counterfeit, adulterated or misbranded; (v) or the sale thereof does not violate, infringe upon or misappropriate any third party intellectual property rights; (vi) and the manufacturing, assembling, packaging or sale thereof, is compliant with all Laws; (vii) have a clear and marketable title and are free from all kinds of encumbrances (except as specifically disclosed by the Seller and agreed by the Platform in writing).

(b) the Seller:

(i) is duly incorporated or validly formed (as applicable), and existing under the Laws;

(ii) has the full authority and has taken all necessary approvals (corporate, statutory or otherwise) to enter into and to perform its obligations under this Agreement;

(iii) entering into and performing its obligations under this Agreement do not violate or conflict with any Laws, its constitutional documents, any other agreement it is or may be bound.

(c) the Seller represents and warrants that it currently and for the term of this Agreement possess all valid licenses, certifications, and accreditations and means required to perform and deliver products to any location where its products are sold.

(d) the Seller shall inform customers of the nature and consistency of the products and shall give customers appropriate warnings in relation to any health and safety concerns or handling of hazardous risks through means of packaging or through the promotional content submitted to the Platform to be used on the web portal.

(e) It is the Seller’s sole responsibility to ensure compliance with every applicable existing and/or future Law of the Republic of India that may require any kind of compliance.

(f) the Seller has adequate rights under relevant laws, including but not limited to various Intellectual Property Legislation(s), to enter into this Agreement with the Platform and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.

(g) the Seller shall offer a manufacturer warranty to the Buyer and fully indemnify the Platform against all claims relating to Product deficiency and la.

(h) The description along with key words of the Product shall be done by way of text descriptions, images or videos and shared with the Platform on a timely basis. The Seller agrees not to provide any such description/information regarding the Product, which amounts to misrepresentation to the customer. The Seller shall be fully and solely liable for any incorrect, misleading, or deceptive product information provided by it which may constitute an offence under Section 318 of the Bharatiya Nyaya Sanhita, 2023, and hereby agrees to indemnify, defend, and hold harmless the Platform, its affiliates, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from or related to such misrepresentation or inaccuracies. The Platform does not accept responsibility for any liability in respect of the accuracy of Product details provided.

(i) the Seller warrants that the Products correspond with the description provided on the Platform; are (unless otherwise indicated on the Platform), of good and merchantable quality and fit for purchase by the Buyer.

(j) the Seller warrants that it sells the Products to the Buyer free from all liens and encumbrances and with full title guarantee unless otherwise expressly stated on the Platform.

(k) the Seller warrants that use of the Products listed by the Seller does not and will not give rise to any infringement or misappropriation of any Intellectual Property Rights of any third party.

(l) the Seller shall be responsible for ensuring all inspections and testing of the Products is properly and adequately performed. The Products shall be subject to final inspection and acceptance or rejection by the Buyer upon arrival at their destination as specified in the Purchase Order. If the following inspection or testing the Buyer considers that the Products do not conform or are unlikely to comply with the Sellers’s obligations under this Clause, the Buyer shall inform the Seller, and the Seller shall immediately take the necessary remedial action as prescribed under the Platform’s policy to ensure compliance.

(m) the Seller shall ensure that the Products are properly packed and secured in such a manner as to enable them to reach their destination in good condition, and the Seller shall have the option to repackage the Product in order to fulfil shipping requirements and deliver the Products to the Buyer.

(n) the Seller warrants that it will comply with applicable laws and regulations in supplying the Products, including without limitation all import, export, environmental and data privacy laws and regulations; and any Products or data sent to Buyer shall (i) contain no hidden files; (ii) not alter, damage, or erase any data or computer programs without control of a person operating the computing equipment on which it resides; (iii) contain no key, node lock, time-out, scrambling device, or other function, whether implemented by electronic, mechanical or other means, which restricts or may restrict use or access to any programs or data; and (iv) not contain harmful codes.

(o) The Seller shall ensure competitive pricing on the Platform and may offer promotional pricing, discounts, or special offers to attract customers, at the Seller's discretion.

(p) All Products supplied by the Seller under this agreement shall have, at the time of delivery, the longest remaining possible shelf-life and the latest possible expiration dates.

(q) until the term of this Agreement, the Seller will cooperate with the Buyer in any reasonable arrangements to provide the Buyer with the benefit of such warranties mentioned in this Clause.

(r) There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;

(s) at all times during the continuance of this Agreement, the platform shall have the right to remove/block/delete any text, graphic, image(s) previously uploaded to promote the Products of the Seller in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of the Platform.The

(t) the Platform reserves the right to provide and display appropriate disclaimers and terms of use on the Platform’s portal.

(u) The Seller warrants that all data (including personal, sensitive, or financial information) collected, processed, or transmitted in connection with this Agreement shall be handled strictly in accordance with applicable data protection and privacy laws, including but not limited to the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and relevant rules thereunder, and any other applicable data privacy legislation. The Seller shall implement appropriate administrative, physical, and technical safeguards to ensure the confidentiality, integrity, and security of such data and shall indemnify the Platform against any claims, penalties, or liabilities arising from data breaches, misuse, or non-compliance with applicable laws.

(v) The Seller represents and warrants that none of the Products listed, promoted, or sold on the Platform are unsafe, defective, banned, prohibited, or non-compliant with applicable health, safety, or quality standards. The Seller assumes full responsibility for ensuring that all Products meet relevant regulatory, industry, and certification requirements. The Seller shall indemnify and hold harmless the Platform from any liability, claim, or enforcement action resulting from the sale or listing of such non-compliant products.

(w) The Seller shall be solely responsible for compliance with all applicable tax laws, including but not limited to Goods and Services Tax (GST), customs duties, and other indirect taxes. The Seller shall ensure accurate calculation, collection, remittance, and reporting of all taxes associated with the sale of Products through the Platform. The Seller shall indemnify and hold harmless the Platform from any liability, interest, or penalties arising from non-compliance with tax obligations by the Seller.

(x) The Seller shall procure and maintain adequate insurance coverage for storage, handling, and delivery of Products, including transit insurance, and shall provide proof of such insurance to the Platform upon request.

(y) The Seller represents that it has not and shall not offer, promise, or give any undue financial or other advantage to any employee or agent of the Platform to influence business decisions, in compliance with the Prevention of Corruption Act, 1988.

5.2 Seller agrees and undertakes to:

(a) furnish all documents as may be requested by the Platform to evidence its compliance with any of the foregoing representations and warranties;

(b) provide truthful and comprehensive descriptions of Items, including details on condition, functionality, and any defects.

(d) acknowledge that the Platform retains the right to choose the Products that may be included by the Seller for the selling.

(e) be solely responsible for the quality, quantity, merchantability, guarantee, and warranties in respect of the Products.

(f) ensure that the Products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Seller to the customer.

(g) maintain accurate inventory records, promptly updating listings to reflect availability and preventing overselling.The Platform shall not be liable in any manner for any overselling, stock discrepancies, order cancellations, or customer dissatisfaction arising from the Seller’s failure to timely update inventory data. All liabilities, claims, or damages arising from such failures shall be the sole responsibility of the Seller.

(h) ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of Intellectual Property Rights including but not limited to the Intellectual Property Rights of any third party.

(i) the Seller shall be liable to transfer the rights of any marketing/advertising/promotional content that the Seller creates to the Platform to publish and showcase on its platform for no additional fees. The Seller hereby grants the Platform a perpetual, worldwide, royalty-free, irrevocable, non-exclusive, and sublicensable license to use, reproduce, adapt, publish, translate, distribute, publicly display, modify, and otherwise exploit all content, including but not limited to text, graphics, images, product descriptions, or promotional material submitted to the Platform. The Seller irrevocably waives all moral rights and any other similar rights it may have, whether now existing or created in the future, in such content.

(j) in the event that the Product(s) are banned/prohibited by requisite laws, due to any reason, the Seller shall immediately remove the products from the listing of the Platform and inform the Platform. The Platform shall hold no liability for orders dispatched or the act of omission of dispatching orders for these banned products.

(k) Perform the following steps upon receiving an order:

Processing: Acknowledge and process orders within 24 (twenty-four) hours from receipt of order confirmation. Packaging: Ensure items are securely and appropriately packaged to prevent damage during transit. Shipping: Dispatch items using reliable shipping methods within the handling time specified in the product listing, or if not specified, within 2 (two) business days from order confirmation, providing tracking information to Buyers and the Platform on the same day as dispatch.

(l) to not hold liable or responsible the Platform, for any loss, injury or damage to the Seller, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations.

5.3 Platform agrees and undertakes to:

(a) furnish and maintain an online marketplace ("Marketplace") that enables the Seller to list, promote, and sell Items to potential Buyers.

(b) grant the Seller access to necessary tools and interfaces for the effective management of listings, including but not limited to:

• Listing Management: Features to create, modify, and remove product listings.

• Order Processing: Systems to receive and process orders from Buyers.

• Payment Processing: Secure mechanisms for handling payments from Buyers to the Seller, subject to commission deductions.

• Communication Channels: Facilities to communicate with Buyers regarding inquiries, orders, and post-sale support.

(c) use reasonable efforts to maintain the upkeep, security, and technical performance of the Marketplace, except during scheduled maintenance periodsor unforeseen technical issues. The Platform shall not be liable for any losses, damages, or interruptions resulting from platform downtime or technical issues.

(d) monitor listings to ensure adherence to its policies and applicable laws, reserving the right to remove non-compliant listings.

5.4 Product Listing Accuracy and Platform’s Control Rights

The Seller warrants that all product listings submitted to the Platform are complete, accurate, truthful, and comply with all applicable Platform guidelines and applicable laws. The Seller further agrees to regularly update product information to reflect current availability, specifications, and legal compliance.
The Platform reserves the unconditional right to review, edit, refuse, restrict, or remove any product listing, content, or Seller-submitted material, at its sole discretion, without any liability, and without any obligation to provide notice or justification. The Platform’s exercise of this right may be based on, but is not limited to, violation of Platform policies, legal concerns, reputational risk, or customer protection.

PRODUCT LISTING AND PACKAGING STANDARDS

The Seller shall ensure that all Product listings include:

(a) total price including all applicable charges and taxes;

(b) breakup of price, including delivery charges, handling charges, and GST;

(d) HSN code and importer details (if applicable);

(e) warranty, guarantee, and return/refund information in clear terms;

(f) Seller’s business name, geographic address, and grievance officer contact details

SERVICE FEES, INVOICING & PAYMENT SETTLEMENT

The Platform, acting as a Electronic Commerce Operator (ECO), shall facilitate the collection of payments from Buyers on behalf of the Seller for all Transactions conducted on the Platform.

The Platform shall deduct the applicable Commission, service fee, and all applicable taxes including but not limited to GST and TDS, before remitting the balance to the Seller in accordance with the payment schedule notified by the Platform from time to time.

The Platform reserves the right to withhold payments due to the Seller until the expiry of the applicable return/refund period.

If the Seller fails to deposit or comply with any statutory liabilities including GST, customs duties, or other charges, the Platform shall be entitled, at its discretion, to deposit the same on behalf of the Seller and recover such amounts, including interest and penalties, by setting off against amounts payable to the Seller.

SELLER CONDUCT AND PROHIBITED ACTIVITIES

The Seller shall not:
(a) contact or attempt to contact Buyers directly outside the Platform;
(b) manipulate product ratings, reviews, or feedback;
(c) engage in fraudulent, misleading, defamatory, or unlawful conduct;
(d) upload, list, or sell counterfeit, stolen, unsafe, prohibited, or illegal goods;
(e) host, display, transmit, or share any information that is obscene, defamatory, harassing, infringing, or otherwise unlawful;
(f) attempt to circumvent Platform policies, fees, or processes; or
(g) operate more than one Seller Account without the Platform’s prior written consent.

(h) Use Buyer data for any marketing or analytical purposes outside of the specific transaction fulfilled on the Platform.

Any breach of this Clause shall entitle the Platform to suspend or terminate the Seller’s account with immediate effect, without prejudice to other remedies available under law.

TERM, SERVICE MANAGEMENT, AND TERMINATION

9.1 The Platform reserves the unilateral right to establish, amend, or discontinue limitations on the use of the Service, including but not limited to:

(a) Maximum duration for retention of Content on the Service;

(b) Volume, size, or frequency of listings, communications, or other Content transmitted or stored through the Service;

In extreme circumstances such as suspected fraud, sale of prohibited items, or breach of applicable law, the Platform shall have the right to immediately suspend or limit Seller's access, listings, or functionality without prior notice or warning.

9.2 The Seller’s account is linked to and authenticated through the mobile number, email address, or third-party credentials (e.g., social media accounts) provided during registration.The Platform may, at its sole discretion, deactivate, merge, or restrict duplicate accounts created using identical credentials.

9.3 The Platform disclaims all liability for the deletion, corruption, or failure to store any Content submitted, transmitted, or maintained through the Service. The Seller acknowledges that the Platform bears no obligation to retain, archive, or provide copies of such Content.

9.4 The Platform may, at any time and without prior notice:

(a) Modify, suspend, or discontinue the Service (or any component thereof);

(b) Alter access protocols, features, or technical infrastructure.

(c) The Seller agrees that the Platform shall incur no liability for any loss, damage, or inconvenience arising from such actions.

9.5 The Platform further reserves the right to withhold or suspend any pending payments to the Seller during any ongoing investigation into such breach, fraud, or non-compliance, until such investigation is concluded and liabilities, if any, are ascertained. The Platform reserves the absolute right to, without liability and at its sole discretion, terminate, suspend, or restrict the Seller’s access to the Service immediately, with or without cause, including but not limited to:

Breach of any provision of this Agreement;
Fraud, misrepresentation, or willful misconduct;
Repeated or serious customer complaints or negative reviews;
Listing of prohibited, counterfeit, or unsafe products. A non-exhaustive list of such prohibited, restricted, or unsafe products is set forth in Annexure 1 of this Agreement.;
Violation of applicable laws or regulations;
Endangerment of customer safety or data.
The Platform may deactivate the Seller’s account, block associated IP addresses, remove or discard Content, and withhold or suspend any pending payments to the Seller during any ongoing investigation into such breach, fraud, or non-compliance, until such investigation is concluded and liabilities, if any, are ascertained.

9.6 Upon termination:

(a) The Seller must cease all use of the Service and shall not attempt to regain access through alternate accounts or credentials;

(b) All licenses granted herein shall immediately terminate;

Consequences of Termination/Deactivation

Upon termination or deactivation of the Seller’s account:
(a) all rights and licenses granted hereunder shall immediately cease;
(b) the Seller shall immediately cease use of and return/destroy any confidential information or intellectual property of the Platform;
(c) the Platform may withhold Seller payouts as provided in Clause 9.5 to cover pending claims, refunds, chargebacks, investigations, or statutory liabilities; and
(d) the Seller shall delete all Buyer data shared under this Agreement and provide proof of such deletion to the Platform.

PAYMENT TERMS

10.1 The commission charged by the Platform to the Seller as stated in FEE SCHEDULE

shall be subject to revisions; however, such revisions shall not occur more

than once in any rolling 3 (three) month period. The Seller shall be notified

in writing at least 7 (seven) business days prior to the effective date of

any such revision. The price of the Product as mentioned on the Platform's

web-portal shall be inclusive of all charges, including but not limited to

GST and all applicable taxes, the commission fee and the shipping fee.

10.2 The Platform may offer optional paid promotional services to Sellers,

including but not limited to featured listings, sponsored product placements,

banner advertisements, priority search placement, or other advertising

opportunities ("Paid Services"). The terms, pricing, and specifications of

such Paid Services shall be communicated to the Seller separately and may be revised by the Platform at its discretion with 7 (seven) business days' notice. Use of Paid Services is voluntary and shall be governed by this Agreement and any additional terms specific to such services.

10.3 Subject to the provisions of this Agreement, the Platform shall process and release payments due to the Seller within 7 (seven) business days from the date of successful delivery confirmation of the Products to the Buyer and receipt of payment from the Buyer, whichever is later. The Platform shall not be liable for delays caused due to incorrect bank details provided by the Seller, banking holidays, third-party payment gateway issues, or force majeure events.

10.4 All Products and services mentioned in this agreement are excluding GST and the GST amount will be specifically and clearly mentioned in each payment, as well the delivery and shipping charges.

10.5 The Platform shall exercise reasonable efforts to ensure accurate and timely disbursement of payments to the Seller. However, the Platform shall not be liable for payment errors arising due to incorrect information provided by the Seller or due to actions of third-party payment processors. In the event of chargebacks, fraudulent transactions, or payment disputes initiated by Buyers:

(a) If the chargeback or dispute arises from Seller’s non-compliance (e.g., product not delivered, misrepresentation, product defect), the Seller shall bear full financial responsibility and reimburse the Platform for any such amounts.

(b) If the dispute is due to Platform system error or processing issue, the Platform shall bear the responsibility for resolving the dispute and compensating the Seller, if applicable.

(d) The Platform shall issue sales invoices on behalf of the Seller for transactions made through the Platform. In the event the Seller identifies any discrepancy or error in such invoices, the Seller shall notify the Platform in writing within a reasonable period, not exceeding 7 (seven) business days from the date of receipt of the invoice. The Platform shall, upon receiving such notification, review and, if necessary, rectify the invoice in a timely manner. Failure to notify within the stipulated time shall be deemed as acceptance of the invoice by the Seller.

(e) The Seller shall be solely responsible for the payment of all applicable taxes, including but not limited to Goods and Services Tax (GST), Income Tax (IT), Tax Deducted at Source (TDS), or any other statutory levies applicable under the laws of India or any other relevant jurisdiction. The Platform shall not be liable for any such tax obligations arising from payments made to the Seller.

(f) In the event the Seller receives any excess amount from the Platform due to system errors, reconciliation delays, or any other reason, the Seller shall return such excess funds to the Platform within 3 (three) days of receiving written intimation from the Platform. Failure to return the excess amount within the stipulated time may result in deduction from future payouts or legal recovery, at the sole discretion of the Platform.

(g) The Seller acknowledges the Onboarding Fee is a non-refundable administrative cost for setup and verification services rendered.

PRODUCT RETURNS; EFFECT OF REMEDIES

11.1 All Sellers must offer a minimum 7-day return/replacement policy for defective or misdescribed products, with return shipping costs borne by the Seller. Sellers may offer more generous return terms at their discretion. The return eligibility and process shall be clearly stated in the Seller's return policy displayed on product listings.

11.2 Buyers should directly communicate with the seller regarding the return process. If a seller refuses to cooperate despite valid reasons, the Platform may intervene as per its dispute resolution process.

11.3 In case the Seller has received a notification from the Buyer on any discrepancies, inconsistencies and any reconciliation in the products purchased, the Seller shall rectify or resolve such discrepancies, inconsistencies and reconciliation, if any, within a period of 7 (seven) business days from the confirmation date, at the satisfaction of the Buyer. In case the Seller fails to rectify or resolve such discrepancy, inconsistency or reconciliation in the products purchased within the prescribed period, then the Seller shall initiate return and refund for the Buyer in terms with the Platform’s Return and Refund policy. Further, if the Seller is unable to initiate such return and refunds against the Buyer for any reasons attributable to the Seller within the prescribed period , then the Seller shall defend, indemnify and hold the Platform harmless against any claim, loss, damage, cost, expense or other liability (including attorney’s fees) that may arise from the Seller's breach of any Law or failure to comply with consumer protection obligations.

11.4 In cases where buyers and sellers cannot agree on a return, refund, or cancellation request as set out in this clause, they may escalate the matter through the Platform’s Dispute Resolution Center. The Platform will review relevant details, including order history, communication logs, and supporting evidence, before proposing a resolution. For detailed information Seller is advised to refer to the Platform’s Buyer Protection and Dispute resolution Policy.

11.5 In the event that the Products are returned by the Buyer for any reason whatsoever as mentioned in this Clause, all costs of the delivery of the Returnable Products shall be the liability of the Seller, provided that such return is due to a Seller-attributed defect or SNAD issue.

LOSS OF PRODUCTS

12.1 Notwithstanding anything contained in this Agreement, the title to the Products shall be transferred to the Buyer after the completion of the full payment to the Seller. Further, the risk of loss shall be passed to the Buyer upon delivery of Products at the Buyers designated place.

12.2 In case the Buyer is required to return the products to the Seller for any reason whatsoever, the risk of loss and title of the Returnable Products shall stand transferred to the Seller upon handing over of the Returnable Products by the Buyer to the carrier if the Seller is arranging for pick-up of Returnable products. In the event that delivery is being arranged by the Buyer, the risk of loss and title of the Returnable Products shall stand transferred to the Buyer upon the Returnable products being delivered to Seller’s premises.

12.3 In either scenario, Platform shall have no further obligations, liabilities or responsibilities in relation to the Products.

NO SPAM POLICY

13.1 The Seller expressly covenants and agrees that the transmission of unsolicited email advertisements, messages, or any form of unsolicited communication (collectively, “Spam”) to the Platform’s designated email addresses, users, or through the Platform’s systems, networks, or communication features is strictly prohibited.

13.2 The Platform reserves the right, at its sole discretion, to monitor, review, or analyze all communications facilitated through the Service, including but not limited to emails, instant messages, and in-app interactions, utilizing automated software tools, artificial intelligence, or manual oversight to identify and flag content associated with Spam, fraudulent schemes, phishing, or other activities violating this Agreement.

13.3 All interactions between the Seller and other users via the Platform’s communication features shall strictly adhere to the terms of this Agreement, the Platform’s policies, and applicable anti-spam legislation.

13.4 Any unauthorized dissemination of Spam or misuse of the Platform’s infrastructure shall constitute a material breach of this Agreement. Upon such breach, the Platform may, without prejudice to its other rights:

(a) Immediately suspend or terminate the Seller’s access to the Service;

(b) Initiate legal proceedings to recover damages, fines, or penalties;

(c) Report the violation to relevant regulatory or law enforcement authorities, which may result in civil or criminal liabilities.

CUSTOMER GRIEVANCE REDRESSAL

The Platform shall establish a grievance redressal mechanism in accordance with the Consumer Protection (E-Commerce) Rules, 2020, and shall designate a grievance officer to handle customer complaints. The Seller agrees to cooperate with the Platform's grievance officer in addressing and resolving customer complaints, disputes, or escalations related to the Seller's products.

The Seller shall:

(a) respond to grievance-related queries from the Platform within 48 (forty-eight) hours of notification; and

(b) work towards resolving customer issues within 1 (one) month from the date the complaint was raised, in coordination with the Platform.

INDEMNIFICATION

15.1 The Seller (the "Indemnifying Party") shall defend, indemnify, and hold harmless the Platform, its affiliates, directors, officers, employees, agents, and successors (collectively, the "Indemnified Parties") from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees, court costs, and settlement amounts) (collectively, "Losses") arising out of or relating to:

(a)Any breach or alleged breach of the Seller’s representations, warranties, or obligations under this Agreement;

(b) The Seller’s negligence, willful misconduct, or violation of applicable laws, regulations, or third-party rights;

(c) Any claim that the Seller’s Products, Content, or services infringe, misappropriate, or violate any intellectual property rights, privacy rights, or other rights of any third party;

(d) Product liability, recalls, or defects in Products supplied by the Seller;

(e)Third-party claims directly or indirectly resulting from the Seller’s use of the Service or failure to comply with this Agreement.

(f) Any omission, negligence, or failure by the Seller to comply with all applicable laws, rules, and regulations, including but not limited to those relating to product safety, consumer protection, data privacy, taxation, and business operations. The Seller acknowledges that the Platform shall not be liable for any such non-compliance or regulatory breach on the part of the Seller.

(g) Any tax, interest, or penalty levied by any statutory authority on the Platform due to the Seller's failure to comply with GST, TCS, or other tax obligations.

15.2 To the maximum extent permitted by applicable law, the Platform shall not be liable to the Seller for any consequential, special, punitive, or indirect damages, including but not limited to lost profits, business interruption, loss of goodwill, or loss of business opportunity, whether in contract, tort, or otherwise.

15.3 In no event shall the total liability of the Platform, whether in contract, tort (including negligence), or otherwise, arising out of or in connection with this Agreement exceed the total amount of fees paid by the Seller to the Platform in the twelve (12) months preceding the event giving rise to the claim.

15.4 The Seller’s liability to the Platform for any claims arising out of this Agreement shall similarly be limited to the Total Sales Value (excluding taxes and commission) through the Platform in the twelve (12) months preceding the event giving rise to the claim, except in cases involving fraud, willful misconduct, gross negligence, or any indemnification obligations outlined under Clause 15.1, in which case the liability shall be uncapped.

LIMITATION OF LIABILITY

Notwithstanding anything contained herein, the total cumulative liability of the Platform to the Seller, whether in contract, tort, or otherwise, shall not exceed the total Commission actually received by the Platform from the Seller in the 12 (twelve) months immediately preceding the claim. In no event shall the Platform be liable for indirect, incidental, special, punitive, or consequential damages.

CONFIDENTIAL INFORMATION

17.1 Each Party agrees and undertakes to treat as strictly confidential and protect all information and documents received or obtained by it or its advisors, officers, directors, employees, representatives regarding the other Party, its affiliates, its management, business or financing sources, etc. (collectively "Confidential Information") and will not at any time hereafter make public, disclose or divulge such Confidential Information to any third party, provided, however, that:

(a) Confidential Information may be disclosed to such Party's officers,

employees and representatives on a need to know basis and who have a contractual, legal, ethical or professional duty to maintain the confidentiality of such Confidential Information; and

(b) Confidential Information may be disclosed to the extent required by Law

provided a prior written notice is given to the other Party along with all opportunities to prevent any disclosure of its Confidential Information.

17.2 Each Party will use the Confidential Information only to fulfil its obligations under this Agreement and will promptly return to the other Party or destroy such Confidential Information when this Agreement expires or within 30 (thirty) days of when this Agreement expires or terminates. This Clause covers all Confidential Information regardless of when received. The confidentiality obligations shall survive termination for 3 (three) years.

INTELLECTUAL PROPERTY RIGHTS

18.1 The Platform shall retain all right, title and interest in and to Platform's intellectual property and no right title or interest therein is transferred or granted to the Seller under this Agreement except for use in performing services hereunder and for no other purpose. The Seller shall retain all right, title and interest in and to its own technology and information and, except as expressly set forth in this Agreement, no right, title or interest therein is transferred or granted to the Platform under this Agreement.

18.2 The original and any copies of the data and information made by the Platform, including original work, documents, company data, or Confidential Information are the property of the Platform, and there is currently no actual or threatened suit by any such third party based on an alleged violation of such right by the Platform. All materials information provided shall be the work of the Platform, and all Intellectual Property Rights shall vest with the Platform.

18.3 The Intellectual Property Rights in the Products are owned by the Seller, which makes the Seller liable for any damages or litigation arising from infringement or misuse of such intellectual property, and the Platform shall not be held liable for the same.

18.4 The Property or title to and risk in the Products shall remain with the Seller until they are handed over to the Buyer.

GST DETAILS

19.1 GST Registration: The Seller represents that it is a registered taxable person under the Goods and Services Tax ("GST") laws of India. The Seller shall provide its GSTIN and a copy of the registration certificate during onboarding. Any change in GST status must be communicated to the Platform within 24 (twenty-four) hours.

19.2 Tax Collected at Source (TCS): In accordance with Section 52 of the CGST Act, 2017, the Platform, as an Electronic Commerce Operator ("ECO"), is required to collect an amount as TCS at the rate notified by the Government on the net value of taxable supplies made through the Platform. This amount will be remitted to the Government and will be reflected in the Seller’s GST portal.

19.3 Invoicing Facilitation: The Platform provides a technology-enabled automated invoicing facility to generate invoices on behalf of the Seller. However, the Seller acknowledges that:

(a) The Seller remains the Legal Issuer of the invoice.

(b) The Seller is solely responsible for determining the correct HSN code and the applicable GST rate (0%, 5%, 12%, 18%, or 28%).

19.4 Input Tax Credit (ITC) Indemnity: If the Platform incurs any loss of Input Tax Credit, or is served a notice for recovery of tax/interest/penalty due to the Seller’s failure to file returns (GSTR-1/GSTR-3B) or failure to deposit tax with the Government, the Seller shall indemnify the Platform for the full amount of such loss. The Platform reserves the right to set off such losses against any pending payouts to the Seller.

MISCELLANEOUS

20.1 Amendment

The Platform may, from time to time, amend, modify, or supplement the terms of this Agreement, including applicable policies, by providing prior written notice to the Seller. Such amendments shall become effective upon the date specified in the notice or, if no such date is specified, seven (7) business days from the date of notice. Continued use of the Platform after the effective date shall constitute the Seller’s acceptance of the amended terms.No supplement, modification, or amendment by the Seller shall be binding on the Platform unless agreed to in writing, either electronically or by physical copy, and duly executed by both Parties.

20.2 Survival

The provisions of this Agreement which by their nature are intended to survive termination of the Agreement will survive such termination, including the provisions of Clause 5 (Representations and Warranties),

Clause 15 (Indemnification), Clause 17 (Confidential Information),

Clause 18 (Intellectual Property Rights), and this Clause 20 (Miscellaneous),

20.3 Independent seller

This Agreement is non-exclusive. Both the Parties are independent parties, and nothing in this Agreement shall be construed to create a relationship of agency, employment, partnership, franchise, joint venture, or any similar relationship between the Parties. Neither Party shall have any right or authority to perform an act for or to bind any other Party.

20.4 Force Majeure

It is agreed that the Platform shall not be held responsible for any delay or failure in performance of any part of this Agreement, to the extent that such delay or failure is caused by a force majeure event. If parties cannot wholly or partially comply with their obligations under this Agreement by force majeure event affecting one of them, then the relevant obligation to be performed, in accordance with this Agreement, shall be suspended for the duration of the delay arising out of the force majeure event.

20.5 Arbitration

Any controversy or claim arising out of or relating to this Agreement will be settled by means of arbitration in accordance with the provisions of the arbitration and conciliation act, 1996, and the following provisions shall apply:

(a) The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. If the Parties cannot agree on an arbitrator within 15 (fifteen) days of a written request for arbitration, the arbitrator shall be appointed by the Mumbai Centre for International Arbitration (MCIA).

(b) The seat and venue of arbitration shall be Mumbai, India.

(d) The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996.

(e) The arbitrator's decision shall be final and binding on both Parties.

(f) Each Party shall bear its own costs of arbitration, and the arbitrator's fees shall be borne equally by both Parties, unless the arbitrator directs otherwise.

20.6 Governing Law

This Agreement shall be governed by the Laws of India, without reference to any applicable conflict of laws.

20.7 No Assignment

Each Party acknowledges and covenants that it shall not sell, assign, transfer, pledge or encumber any of its rights or delegate any of its duties or obligations under this Agreement (by actual assignment or by operation of Law, including without limitation through a merger, acquisition, consolidation, exchange of shares, or sale or other disposition of assets, including disposition on dissolution), without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the Platform may assign this Agreement to any of its affiliates or subsidiaries, or to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, upon providing written notice to the Seller..

20.8 Counterparts

This Agreement may be executed in counterparts, each of which, including signature pages, shall be deemed an original, but all of which together will constitute one and the same instrument.

20.9 Entire Agreement

This Agreement contains the entire Agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

20.10 Severability

If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

20.11Notice

Each notice, demand or other communication given or made under this Agreement shall be in writing and delivered or sent to the relevant Party at its address, facsimile number, or email address as provided below (or such other address, facsimile number, or email as the addressee may specify by providing at least five (5) days’ prior written notice to the other Party):

To the Platform:

____________

Attn – Legal Team

Email:

To the Seller:

[Insert Address or Registered Contact Email]

______________

Such notices, demands or communications shall be deemed to have been duly given or made as follows:

(a) if delivered by hand or personal delivery – on the date of delivery;

(b) if sent by post – two (2) business days after posting (for local post) or ten (10) business days (for overseas post):

(d) if sent by email – at the time the email enters the recipient’s mail server without a bounce-back or delivery failure notification, provided it is sent during business hours (or if not, then on the next business day)

20.12 Waiver

Neither Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. The waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year set aside by their respective signatures.

SIGNED, SEALED AND DELIVERED by the within named “the Platform”

In the presence of …………………………

SIGNED SEALED AND DELIVERED

by the within named "the Seller"

ANNEXURE- 1

This list is not exhaustive and the Platform reserves the right to update this list from time to time, and the Seller shall ensure compliance with the latest version. Any violation of this clause may result in immediate delisting of the concerned products, suspension or termination of the Seller’s account, and/or legal action as deemed appropriate by the Platform.

List of prohibited/banned products:

1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services.

2. Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.

3. Body parts which includes organs or other body parts.

4. Bulk marketing tools, which include email lists, software, or other products enabling unsolicited email messages (spam).

5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free.

6. Sale of pornographic or explicit material/contents. Sale of any adult Products which are obscene or any Product having obscene display/representation on its package, which are not legally allowed for sale, use or consumption.

7. Copyright unlocking devices which include Mod chips or other devices designed to circumvent copyright protection.

8. Copyrighted media which includes unauthorised copies of books, music, movies, and other licensed or protected materials.

9. Copyrighted software which includes unauthorised copies of software, video games and other licensed or protected materials, including OEM or bundled software.

10. Counterfeit and unauthorised goods which include 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 unauthorised goods.

11. Drugs and drug paraphernalia which include illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms, or pharmaceutical samples marked 'Not for resale' or 'Physician sample'.

12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items.

13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction.

14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content and also government owned lottery and any other gambling transactions

15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.

16. Hacking and cracking materials which include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, networks, or other protected property.

17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.

18. Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes.

19. 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.

20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals.

21. 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.

22. Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances.

23. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants, chemical/industrial solvents, government uniforms, car titles or logos, 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.

24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, vapes and related products.

25. Traffic devices which includes radar detectors/ jammers, license plate covers, traffic signal changers, and related products.

26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.

27. Live animals or hides/skins/teeth, nails and other parts etc of animals.

28. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India.