SELLER’S POLICY

This E-Commerce Seller Agreement (“Agreement”) is between
E-Shilpmart,online selling platform
and
The Seller
The parties agree as follows:

eShilpMart is an e-commerce portal that provides virtual platform to Indian Handloom Weavers and Handicraft Artisans to sell their products online. eShilpMart owns and operates the platform www.eshilpmart.com and phone/tablet and other device friendly applications thereof which provide an online marketplace (collectively, "Application") where registered sellers ("sellers") can offer to sell their respective products to users of the Application ("customer"). The transaction process of the Customer placing an order of the products listed by Seller, shall be referred to as "Order". Given the said Order(s) are made on the Application, eShilpMart’s role as a marketplace is limited to managing the Application, associated marketing, payment collections, order management, enquiry management and other incidental services to act as a bridge and enable the Order(s) between Seller and the Customer, described in detail in SCHEDULE I (collectively, "Services").

The following terms and conditions inter alia along with the terms and conditions and privacy policy available on the Application constitute definitive agreement between Seller and eShilpMart for access and use of the Application for availing the Services ("Agreement"). By clicking the 'Accept' or similar option and registering or using Services, The Seller agrees to be bound by the terms and conditions of this Agreement including permitting the sale of the products listed by Seller. Seller’s continued use of the Application and the Services signifies Seller’s sustaining acceptance of the changes to this Agreement made at the eShilpMart’s discretion, as reasonably intimated to Seller on the Seller panel. This Agreement shall prevail over any prior or contrary understanding between the Seller and eShilpMart. eShilpMart has the right to amend, update and/or modify the terms of this Agreement at its sole discretion without prior intimation to the Seller. Provided however, eShilpMart may intimate the Seller of any such change by sending an email on the registered email id of the Seller and/or displaying any such change on the Seller’s dashboard in the Seller Panel.

1. DEFINITIONS AND INTERPRETATION

1.1Unless the context otherwise requires, the following words and expressions shall have the meanings as set out herein below:

(a) "Affiliate" of a Person means a person that controls, is controlled by or is under common control with, another person. For the purpose of this definition “control” shall mean the power to direct the management and policies, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” shall have co-relative meanings to the foregoing;

(b) "Applicable Law" means all applicable provisions of all (i) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances, or bye-laws including but not limited to the Legal Metrology Act, 2009 and the rules thereof and the Consumer Protection Act, 2019 and the rules thereof; (ii) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority (defined below), which have binding effect; or (ii) consent of or from any Governmental Authority, whether in effect as of the date of this Agreement or at any time thereafter;

(c)"Business Day" shall refer to any day when the scheduled commercial banks are open for business, and shall exclude Sundays and notified public holidays;

(d)"Commission" shall have the meaning assigned to such term in Clause 4.1;

(e) "Confidential Information" shall have the meaning assigned to such term in Clause 9.3;

(f)"Control" shall have the meaning set out in Section 2(27) of the Companies Act, 2013, and the terms "Controlling," "Controlled by" and "under common Control with" shall have corresponding meaning;

(g)"Data" shall have the meaning assigned to such term in Clause 5.1;

(h)"Fee/Commission" shall have the meaning assigned to such term in Clause 4;

(i)Force Majeure Event" shall have the meaning assigned to such term in Clause 12.1;

(j) "Governmental Authority" means the nation and any government (central/state) or any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of India or any other jurisdiction, as applicable, or any political subdivision thereof or any other applicable jurisdiction or any court, tribunal or arbitrator;

(k) "Intellectual Property" shall have the meaning assigned to such term in Clause 9.2;

(l) "Order" shall mean a final purchase order placed by a Customer with Seller through the Application for the purchase of the Product;

(m) "Person" means any natural person, firm, platform, joint venture, partnership, association or other entity (whether or not having separate legal personality);

(n) "Product" shall mean such products as are proposed to be sold to customers by Seller through the Application pursuant to this Agreement;

(o) "Relative" shall have the meaning as set out in Section 2(77) of the Companies Act, 2013;

(p)"Representative" shall have the meaning assigned to such term in Clause 3.12;

(q) "Entrepreneur" is an affiliate seller, who sells products from Application to its customers in exchange for a margin, which they earns from their customer. Customer uses the Application for placing an Order from Seller listed on the Application for Products. Resellers shall be limited to Apex cooperative societies;

(r) "Sale Value" is the Seller to Customer price for the goods sold on the Application.

(s) "Seller Panel" means different panels which are provided by eShilpMart to Seller on the Application or through eShilpMart authorised web link with functionalities described in more detail in SCHEDULE I;

(t) "Service Fee" shall have the meaning assigned to such term in Clause 4.2;

(u) "Term" shall have the meaning assigned to such term in Clause 10.1;

(v) "Seller Fee" shall have the meaning assigned to such term in Clause 3.9; and

(w) "Seller Guidelines" means the policies of eShilpMart in force pertaining to, inter alia, packaging, marketing, logistics and finances attached hereto as SCHEDULE II, and as amended from time to time on the Seller Panel.

1.2In this Agreement, unless the context otherwise requires:

(a) A reference to an agreement shall include all amendments, modifications and supplements thereto.

(b) The headings and subheadings are inserted in this Agreement for convenience and identification only and are to be ignored for the purposes of construction except to the extent that the context otherwise requires.

(c) Where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings.

(d)A reference to a day means a calendar day.

(e)A reference in the singular shall include references in the plural and vice versa.

(f) Any pronoun or pronouns shall be deemed to cover all genders.

(g) The words ‘hereof’, ‘herein’ and ‘hereunder’ and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(h) Terms defined in the Schedules hereto shall have the meanings assigned thereto in the applicable Schedules hereto when used elsewhere in this Agreement.

(i) The Schedules to this Agreement form part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement.

(j) The words ‘written’ and ‘in writing’ include facsimile transmission and any other legally recognised means of reproducing words in a tangible and permanently visible form with confirmation of the transmission.

2 REGISTRATION AND ENROLLMENT

2.1 In order to avail the Services, Seller must complete the registration process available on the Application. Such registration and use of Services are limited to parties who can enter into a legally binding agreement and are competent to contract as per the Indian Contracts Act, 1972. Seller represents that, it is not a minor i.e. under 18 years of age. If Seller represents a business entity, Seller warrants that it is legally authorised to make representation on behalf of such entity and bind it to this Agreement. Sellers who can register are limited to cooperative societies, Apex cooperatives, registered weavers and artisans.

2.2To proceed with the registration process, Seller shall be required to furnish various details including its (or its business) legal name, address, phone number, e-mail address, bank account details, applicable tax registration details as well as any other information as eShilpMart may request. In case Seller provides eShilpMart any personal data, it will be handled as per eShilpMart’s Privacy Policy.

2.3 Any password provided to Seller by eShilpMart may be used only during the Term to access its Seller Panel account (or other tools) to use the Service, electronically accept transactions, and review its completed transactions. Seller is solely responsible for maintaining the security of its password. Seller shall not disclose its password to any third party (other than third parties authorized by Seller to use its account in accordance with this Agreement) and are solely responsible for any use of or action taken under its password. If Seller password is compromised, it must immediately change its password.

2.4Seller agrees that, eShilpMart, at its sole discretion, retains the right to terminate or suspend its account or indefinitely block Seller from accessing the Application, in case Seller provides eShilpMart or there is a reasonable ground to suspect that Seller has provided eShilpMart with any untrue or inaccurate or incomplete or out-dated information or has in any manner either committed or being a part of any fraud or other unlawful activity.

3 PRODUCT LISTING, SALES AND MANAGEMENT

3.1.eShilpMart shall permit Seller to list the Products on the Application through the Seller Panel, on such terms contained in this Agreement or as provided in the Seller Panel from time to time, provided however, eShilpMart reserves the right to select or delist any Product or delist Seller subject to its sole discretion.

3.2 Seller shall at all times comply with the provisions of this Agreement, the notifications on the Seller Panel and the Seller Guidelines attached hereto as SCHEDULE II, as amended from time to time on the Seller Panel.

3.3.Seller is bound to accept Buyer as a contractual party, and to handle the Order in compliance with the information contained on the Seller Panel at the time the Order was made, including any supplementary information made known by the seller. Seller shall be solely responsible for ensuring the quality, originality and sufficiency of the Products listed on Application and shall ensure that the Products are at all times in compliance with the standards prescribed for such Products under Applicable Law and the Seller Guidelines.

3.4 Seller shall provide eShilpMart with details and images of Product that it offers for sale on the Application in accordance with the Seller Guidelines. Seller shall be responsible to ensure the accuracy of the Product description and shall update the details of the Products on the Application from time to time, in the manner and at such frequency as prescribed by eShilpMart. Seller shall be solely responsible for ensuring that the Products and the images do not infringe upon any third party’s rights, including without limitation, such party’s intellectual property rights.

3.5. Seller shall offer to list the Products on the Application at their wholesale price (inclusive of taxes) on the Application. Notwithstanding anything contained in this Clause, Seller authorizes eShilpMart in the capacity of a marketplace to discover & intimate the prevailing best market price for Products. However, fixation of sale price shall be at its sole discretion and the same shall be communicated to eShilpMart. For the sake of clarity, eShilpMart shall act only as a 'Marketplace' under Applicable Law and shall have no role in fixation of the sale price of the Products on the Application.

3.6 In case of withdrawal of Product(s) by Seller, the same shall be effected immediately on the portal.

3.7 eShilpMart may, provide the Services including the necessary backend infrastructure to Seller such as product uploading facilities, call centre, order management system, etc., for capturing the Orders placed to Seller over the Application. The Orders placed by the Customer on the Application may be viewed and accessed by Seller directly on the Seller Panel. On receipt of an Order, Seller/CSC shall package the Product and dispatch the Products strictly in accordance with the Seller Guidelines and Applicable Law. In the event of a delay, eShilpMart shall be immediately informed of such delay by the Seller, along with the expected time of dispatch, so that Buyer may be appropriately updated regarding the delivery time through the Application. In case Seller fails to make the Product ready for dispatch to Buyer within the period as stipulated above or mark the Order as cancelled due to whatsoever reasons, eShilpMart shall be entitled to penalize Seller as per the Seller Guidelines.

3.8Seller also undertake that Seller shall not independently (other than on the Application) promote products, services, offers, packages, etc. to the Buyer or the Reseller’s/ Entrepreneur’s customers directly, indirectly and /or through email, SMS or any other electronic or physical mode. If found in violation, eShilpMart reserves the right to select or delist any Product or delist Seller subject to its sole discretion.

3.9. The payment for the Orders shall be collected by eShilpMart on Seller's behalf (“Seller Fee") acting as the marketplace with the sole intent of facilitating Orders. eShilpMart shall subject to deductions under Clause 4, transfer the balance Seller Fee to the bank account designated by Seller, as provided to E-Shilpmart.

3.10. Seller also permits eShilpMart, at eShilpMart's discretion to add convenience fees chargeable to Resellers/ Entrepreneurs as considered appropriate by eShilpMart.

3.11. eShilpMart shall have the sole right to modify the composition or nature of the Services or the Application, including the manner in which the Services are provided, without Seller's prior written consent. Any changes to the Services or the Application shall be reasonably endeavoured to be communicated to the Seller.

3.12Seller shall designate 1 (one) individual who shall be the primary point of contact for any matter that may arise under this Agreement ( "Representative"). Seller shall have the right to change the Representative upon provision of one (1) month’s prior written notice to eShilpMart.

4 COMMISSION AND SERVICE FEE

4.1In consideration for permitting Seller to sell Products on Application and access to Seller Panel, eShilpMart shall charge a fee on every eligible Order placed on the Application, at such rates prescribed in the Seller Panel from time to time (the "Fee"/"Commission"). The Fee (which is a percentage of the sales amount) may be revised from time to time and such revision shall be communicated through notices in the Seller Panel.

4.2eShilpMart shall also charge Seller for the Services provided, including any insurance, payment gateway and logistics charges incurred by eShilpMart on behalf of Seller (the "Service Fee"), at such rates prescribed in the Seller Panel.

4.3 eShilpMart shall submit invoice to Seller on a monthly basis for the Service Fee paid by Seller on or before the Seventh (7th) day of the following month. The invoicing and payment of the Seller Fee shall be as per the prescribed Seller Guidelines in this regard.

4.4.At eShilpMart's option, all payments to Seller will be made to Seller bank account provided by Seller during registration, via cheque or electronic transfers or other means as specified by eShilpMart. Seller agrees that eShilpMart shall not be liable for any failure to make payments to Seller on account of incomplete or inaccurate information provided by Seller with respect to its bank account.

4.5.eShilpMart shall set off any losses, Service Fee or Commission payable by Seller against the amount/(s) payable to Seller. eShilpMart’s right under this Clause shall be in addition to, and not in derogation of, all other rights available to eShilpMart under this Agreement or Applicable Law.

4.6 If based on information available, eShilpMart reasonably concludes that Seller actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the Application, then eShilpMart may, in its sole discretion and subject to Applicable Law, delay initiating any payments to be made or that are otherwise due to Seller under this Agreement for the earlier of: (a) a period of 90 (ninety) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding Seller actions and/or performance in connection with the Agreement. Seller agrees that eShilpMart is entitled to the interest, if any, paid on balances maintained as deposits in its bank accounts.

4.7Seller shall be responsible for any applicable value added tax, goods and service tax (GST), service tax, sales tax, real or personal property tax, income or any other taxes, cess, levy whatsoever including taxes relating to the Products, attributable to or incurred by Seller.

4.8.eShilpMart shall withhold taxes/payments, if required under Applicable Law to be withheld on payments made to Seller hereunder and shall be required to remit to Seller only the net proceeds thereof. eShilpMart shall remit the taxes withheld to the appropriate Governmental Authority and agree to provide Seller, in a timely manner, with properly executed documentation or other information or receipts or certificates evidencing eShilpMart’s payment of any such tax.

4.9Seller may deposit & submit Form 16A to eShilpMart towards deduction of tax at source against invoices issued by eShilpMart towards Service Fee charged to Seller. eShilpMart shall reimburse equivalent TDS amount, on receipt of valid Form 16A.

4.10In case of any discrepancy in the reporting/returns filed by Seller, Seller agrees that it will resolve such discrepancy immediately and indemnify eShilpMart against any tax, interest and penalty payable in this regard.

4.11Seller agrees that eShilpMart is an independent contractor for all purposes and does not have control of or liability for the Products that are listed on the Application and paid for by using the payment facility. eShilpMart does not guarantee the identity of any other user nor does it ensure that a buyer or a seller will complete a transaction.

4.12 The Seller shall 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. On contraction, related expenses will be borne by seller.

5 DATA

5.1. eShilpMart and its Affiliates are and shall remain the sole owner of any seller/buyer data, case files or any other associated seller/buyer information (collectively "Data") at all times during the Term. Seller shall ensure that Data shall not be: (i) used by Seller other than in connection with the sale of the Products; (ii) sold, assigned, leased, or otherwise, in any manner or form whatsoever, disclosed to third Persons by the Seller; or (iii) commercially exploited by or on behalf of the Seller, its employees, subcontractors, agents or affiliates.

5.2 As part of the Services, Seller shall promptly correct any errors or inaccuracies in Data caused by Seller. Upon the eShilpMart’s request, Seller shall also promptly correct any other errors or inaccuracies in the Data.

5.3 Seller shall not use the Application or the Services, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement or any Applicable Law. Without limiting the generality of the foregoing, Seller agrees that Seller will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other website or product, transfer, or sell any information, content, artwork, graphics, software, lists of users, databases or other lists or products provided through or obtained from the Application/Services other than for use as expressly permitted by this Agreement. This means, among other activities, that Seller agrees not to engage in the practices of "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of sellers/Buyer or other information. Seller agrees that it will not use the Application/Services in any manner that could damage, disable, overburden, or impair the Application/Services or interfere with any other person's use of the Application/Services. Seller shall not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Application/Services. Except with the prior written permission of eShilpMart, Seller agrees that it will not access or attempt to access password protected, secure or non-public areas of the Application/Services. Without limiting any of eShilpMart’s rights or remedies under this Agreement or available to eShilpMart at law or in equity, if Seller violates any of the terms and conditions herein or those displayed on the Application/Seller Panel, its Seller Panel account and/or other access to Application may be terminated and Seller may be subject to prosecution.

6 ANTI-CORRUPTION AND ANTI-BRIBERY

6.1 Seller agrees that its performance under this Agreement will be in full compliance with all applicable anti-corruption laws and regulations. Accordingly, Seller agrees that in connection with its activities under this Agreement, neither nor any agent, affiliate, employee or other person acting on its behalf will offer, promise, give or authorize the giving of anything of value, or offer, promise, make, or authorize the making of any bribe, rebate, payoff, influence payment, facilitation payment, kickback, or other unlawful payment, to any government official, political party, or candidate for public office in order to obtain or retain business, gain any unfair advantage, or influence any act or decision of a government official.

6.2 Audit Rights- Seller shall keep books, records, and accounts with enough detail and precision as to clearly reflect its transactions and the use or disposition of its resources or assets. Seller agrees that eShilpMart has the rights to audit the transactions related to its execution of its obligations under this agreement at any time and upon reasonable notice.

6.3.  Right to Terminate- In any event eShilpMart determines, in its sole discretion, that Seller has engaged in any conduct that violates applicable anti-corruption laws and regulations, eShilpMart shall immediately have the right to suspend the Services and thereafter terminate the Agreement.

6.4  Cooperation with investigation- Seller agrees to provide assistance and cooperation in any investigation related to potential violations of this clause or the applicable anti-corruption laws and regulations.

7 SELLER’S REPRESENTATIONS AND WARRANTIES

7.1 Seller represent and warrants to eShilpMart as follows:

Seller is duly organised, validly existing and is in good standing under the Applicable Law of its incorporation or in the jurisdiction in which Seller is a resident and/or do business and that Seller has full authority to enter into this Agreement and to perform all the obligations hereunder according to the terms hereof;
Seller has the necessary expertise and resources to carry out its obligations hereunder and there is no restriction, bar, constraint or prohibition on its carrying out the same;
Seller has obtained the necessary regulatory approvals/ licenses to register and host a virtual marketplace on the Application;
Seller has full power and authority to enter into this Agreement and to take any action and execute any documents required by the terms here and that this Agreement, when entered into has been duly authorized, has been duly and validly executed and delivered, and is legal, valid, and binding obligation of Seller, and that the Persons executing this Agreement on behalf of Seller are duly empowered and authorised to execute this Agreement and to perform all its obligations in accordance with the terms herein;
all consents, permissions, approvals, authorisations, orders, registrations or qualifications of, or with, any court or Governmental Authority having jurisdiction over Seller, have been obtained and are valid and shall be kept current, valid and fully operational during the Term including but not limited to the Contract Labour (Regulation and Abolition) Act, 1970, the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, the Equal Remuneration Act, 1976, the Industrial Disputes Act, 1947, the Workmen’s Compensation Act, 1923, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Payment of Gratuity Act, 1972 and the Payment of Wages Act, 1936, as applicable; and
neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the fulfilment of or compliance with the terms and conditions of this Agreement, conflict with or infringe upon any third party rights or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which Seller is a party, or by which Seller or any of its property is bound, nor does such execution, delivery, consummation or compliance violate or result in the violation of its constitutional documents.
Seller is solely responsible for discharge of all tax liabilities and related compliances sales of all products and services sold on the Application.
Seller is solely responsible to ascertain that all KYC information including GST registration provided at the time of on-boarding is correct.
The signatory to the present agreement is having the right and full authority to enter into this Agreement with eShilpMart and the agreement so executed is binding in nature.
All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Seller.

There are no proceedings pending against the Seller, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;
That it is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the eShilpMart.
It shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. It further declares and confirm that it has paid and shall continue to discharge all its obligations towards statutory authorities.
That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with eShilpMart and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
It shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to the eShilpMart upon demand.

8. SELLER’S COVENANTS AND UNDERTAKINGS

Seller covenants and undertakes to eShilpMart that it shall -

8.1 Deliver the product of the ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of nondelivery. Further, the Seller shall maintain adequate stock/inventory of the items at all times. In case the seller is running out of supplies or is likely not to fulfil the Order received by the customer, seller shall make sure that it should be updated on the website so that notice of OUT OF STOCK for the product can be placed on the website .

8.2 Not send any kind of promotion material or any such material, which is, derogatory to the customer either along with the products supplied or in any manner whatsoever.

8.3 Not do any act/deal in a thing/products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product.

8.4 possess all rights and authorisations in respect of intellectual property rights of third parties and is authorised to sale/provide/licence such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.

8.5 indemnify and keep indemnified the eShilpMart from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the eShilpMart due to acts/omission on the part of the Seller

8.6 provide to eShilpMart, for the purpose of the creation/display on website of eShilpMart, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale.

8.7 ensure and not provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the eShilpMart. The Seller agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the eShilpMart.

8.8 provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Seller agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer.

8.9 be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the eShilpMart.

8.10 have access to the Internet and its email account at all times to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.

8.11 provide information about the Order Status including Airway Bill Number on a daily basis.

8.12 raise an invoice as well as receipt of payment in the name of customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer.

8.13 offer any products for sale on the Platform, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws.

8.14 provide satisfactory proof about the ownership/licences of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the eShilpMart.

8.15 pass on the legal title, rights and ownership in the Products sold to the Customer.

8.16 be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Seller. No claim of whatsoever nature will be raised on eShilpMart.

8.17 during the pendency of this agreement endeavour to protect and promote the interests of eShilpMart and ensure that third parties rights including intellectual property rights are not infringed.

8.18 be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Code of Advertising Ethics, etc.

8.19 provide to the eShilpMart copies of any document required by the eShilpMart for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the eShilpMart.

8.20 seek advance written approval from the eShilpMart, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.

8.21.To ensure the following

(a)act in accordance with the Agreement and exercise reasonable skill, care and diligence in the performance of its obligations hereunder;
(b)ensure compliance with all Applicable Law;
(c)  not infringe upon any third party rights while performing its duties and responsibilities under this Agreement;
(d) obtain and maintain all licenses, permits and approvals required by the Governmental Authorities for performance of its duties and responsibilities under this Agreement, and furnish proof thereof to the eShilpMart, and inform the eShilpMart immediately of the expiration, termination, non-renewal, denial or revocation of any such license, permit or approval including (but not limited to) labour laws, health and safety laws, and all other local legislations that may be applicable to the Seller;
(e) ensure compliance with the privacy policy, sexual harassment policy, Seller Guidelines and other internal policies, terms and conditions as may be prescribed by the eShilpMart from time to time;
(f)  exercise its discretion in accordance with industry best practices and for the benefit of the eShilpMart and its Affiliates;
(g) observe and conform to all standards of business and shall not act, and shall refrain from acting, in any manner that could harm or tarnish the name, reputation, standing or goodwill of the eShilpMart and its Affiliates;
(h)  not incur any debt, loan or indebtedness in the name of eShilpMart, nor use or imply any authority to use the credit of the eShilpMart;
(i)  undertake all repair, replacement, upgrade or procurement of its own equipment/ infrastructural facilities whether owned, leased, licensed or any form having control over by them which are necessary to facilitate the performance of this Agreement, at its own costs;
(j)for the duration of the Term, not sell any Product to a third Person, or list such Product on the platform of any third Person, at a price lower than the market price of such Product determined by the eShilpMart in the manner provided in Clause 3.5; and breach of this clause shall be considered material breach of this Agreement and upon occurrence of such event, the eShilpMart shall be entitled to terminate this Agreement in accordance with Clause 10.2.(b) of this Agreement.
(k) Provide all details to the eShilpMart as required and mandated by Applicable Law.
(l) bring to the notice of eShilpMart any expiry, modification, or suspension of any such approvals/ licenses and the initiation of any adverse action by the relevant authority concerned in relation thereto and which may interfere or have an adverse impact on the performance of its obligations under this Agreement including GST details. Failure to intimate the eShilpMart and the liabilities arising thereof shall be the sole responsibility of the Seller.

9 INTELLECTUAL PROPERTY AND CONFIDENTIALITY

9.1 During the Term, Seller hereby grants to eShilpMart and its Affiliates a limited, non-exclusive and non-transferable license for the use of and to display its name, trademarks, brand name, eShilpMart name, business associates etc., and all intellectual property pertaining to the Products, including any Product details, logos, images, trademarks and brand names in order to perform its obligations under this Agreement.

9.2 The Parties agree that this Agreement will not be deemed by implication or otherwise to grant to Seller any right in any trade secrets, trademarks, trade names, know-how, certifications or other intellectual property (the "Intellectual Property") licensed to Seller by eShilpMart or its Affiliates and all use thereof by Seller shall inure to the benefit of eShilpMart and its Affiliates, and Seller shall not, now or in the future, apply for or contest the validity of any Intellectual Property or apply for or use any term or mark confusingly similar to any Intellectual Property. Seller acknowledges that eShilpMart and its Affiliates are the owner of the Intellectual Property and also undertakes not to challenge, directly or indirectly, the rights of the eShilpMart or its Affiliates associated with the Intellectual Property or otherwise jeopardise the eShilpMart or its Affiliate’s rights over the Intellectual Property.

9.3 Seller agrees and undertakes that the (i) Intellectual Property; (ii) Data; (iii) identity of the customer(s) / Entrepreneurs; (iv) information pertaining to the Products sold to the customer / Entrepreneur; (v) software, documentation, hardware equipment devices, tools and (vi) any information concerning the organisation, finance, transactions or affairs of eShilpMart or its Affiliates (whether conveyed in written, oral or in any other form) (collectively the "Confidential Information") shall be the exclusive property of eShilpMart and its Affiliates and shall not be disclosed by Seller to any third Person or used for any purpose other than to perform the obligations under this Agreement, except as required under Applicable Law or with the prior written consent of eShilpMart or its Affiliates. All Confidential Information shall only be used in a manner consistent with the intention and the spirit of the Agreement. In the event the ownership of any Confidential Information does not automatically vest in eShilpMart or its Affiliates by virtue of this Agreement, or otherwise, and vests in Seller instead, Seller hereby transfers and assigns to eShilpMart or its Affiliates, upon the creation thereof, all rights, title and interest Seller may have in and to such Confidential Information (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

9.4 Seller agrees that it shall take all reasonable steps, at least substantially equivalent to the steps Seller takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to Seller employees, agents and subcontractors who must have access to such Confidential Information to perform the Seller’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality that are at least as stringent as those contained herein; or (ii) as required by any Applicable Law, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.

9.5 Seller acknowledge that the Confidential Information constitutes unique, valuable and special trade secret and business information of the eShilpMart and its Affiliates, and that any disclosure thereof (otherwise than as provided for herein) may cause irreparable injury to eShilpMart. Accordingly, the Parties acknowledge and agree that as the breach or threatened breach of Clause 9.3 by Seller would result in irreparable damage to eShilpMart or its Affiliates which cannot be adequately compensated by monetary relief alone, and that eShilpMart or its Affiliates shall be entitled to seek injunctive relief from an appropriate court of law.

9.6 Upon Seller discovering a breach of the confidentiality obligations by its personnel, Seller shall immediately inform eShilpMart and its Affiliates of the same and take all steps necessary to mitigate such breach of confidentiality.

9.7The provisions of this Clause 9 shall survive the termination of this Agreement.

10 TERM AND TERMINATION

10.1This Agreement shall continue in full force until the Seller uses the Application and avails the Services (the "Term") unless terminated under Clause 10.2 or Clause 10.3. Notwithstanding anything to the contrary contained herein, Seller shall not be entitled to terminate this Agreement for a period of one (1) year from the date hereof.

10.2eShilpMart shall be entitled to terminate this Agreement:

(a) By issuing a prior written notice of three (3) Business Days to Seller for        terminating this Agreement without cause at any time during the Term.
(b)  Immediately, without any further action or notice requirement (save for intimation to Seller of such termination), in the event that:
(c) On breach by Seller of this Agreement, Seller Guidelines or other policies of eShilpMart, as the case may be, (including any representation, warranty or covenant hereunder), which breach is not remedied by Seller within three (3) Business Days of receiving notice of such breach from eShilpMart;
(d)  On Misconduct or negligence committed by Seller or its personnel; or
(e)  On the occurrence of a Force Majeure Event in accordance with Clause 12; or
(f)  Seller being ordered to be wound up or declared insolvent for any reasons by any court and/or an official liquidator/receiver being appointed with respect to its affairs save and except mergers, amalgamations, acquisitions or other schemes or arrangements in which Seller may (directly or indirectly) be a part.

10.3Seller is entitled to terminate this Agreement on the commission of any breach by eShilpMart of this Agreement which breach is not remedied by eShilpMart within thirty (30) Business Days of receiving notice of such breach from Seller.

10.4The termination of this Agreement in any of the circumstances aforesaid shall not in any way affect or prejudice any right accrued to any Party against the others prior to such termination. eShilpMart shall forthwith pay Seller all undisputed amounts outstanding, in terms of this Agreement subject to eShilpMart's Service Fee/Commission, as the case may be.

10.5Seller shall, upon request by eShilpMart at any time, or upon the expiry or the earlier termination of this Agreement, (i) promptly return to eShilpMart, in the format and on the media in use as of the date of the request, all or a portion of the Data, as requested; and (ii) erase or destroy all of the Data remaining in its possession after the return set out above.

10.6. Parties shall promptly, on a written request made by each party or upon the termination of this Agreement either return any Confidential Information supplied by it and all copies or extracts thereof, or erase or destroy such Confidential Information within a period of seven (7) days of such request. Parties shall certify in writing to each other that it has complied with its obligations under this clause.

11 INDEMNITY

11.1Seller shall be the principal to the contract with the final customers and shall without prejudice to any other right available to eShilpMart under Applicable Law or under this Agreement, Seller hereby defends, indemnifies and holds harmless eShilpMart and its directors, officers, agents, and assigns from and against any and all losses, liabilities, damages, deficiencies, demands, claims (including third Person claims), actions, judgments or causes of action, assessments, interests, fines, penalties, diminution in value and other costs or expenses (including, without limitation, amounts paid in settlement, court costs and all attorneys’ fees and out of pocket expenses) directly or indirectly based upon, resulting from, or arising out of, or in relation to or otherwise in respect of:

(a)  any failure by Seller or its personnel to perform or otherwise fulfil any covenant, undertaking or other agreement or obligation contained in this Agreement;
(b)  any breach of this Agreement by Seller or its personnel;
(c)  any acts, omissions, errors, representations, misrepresentations, misconduct, negligence of Seller and/or its personnel in performance of its obligations under this Agreement;
(d)  any liability arising out of non-compliance of any Seller Guidelines or other internal policies of eShilpMart;
(e)  any liability due to any non-compliance of any Applicable Law by Seller during the Term;
(f)  any losses, costs and/or expenses arising from its employees from being held to be an employee or worker of eShilpMart;
(g)  any inaccuracy in, or any breach of, any representation and warranty by Seller;
(h)  negligence or fraud committed by Seller;
(i)any liability arising from any third Person claims resulting from any accident or damage caused by Seller or its assignees during the course of this Agreement; or
(j) any losses, costs and/or expenses caused to eShilpMart by its employees or Persons so engaged by the Seller;
(k)  any loss, misappropriations, misuse, infringement or damage to the Confidential Information which are in its possession or its personnel or any other persons engaged by Seller or within the control its control;
(l)contravention of any Applicable Law;
(m) fines, penalties, or punitive damages resulting from supervisory actions against Seller and caused by Seller, as well as private settlements due to omissions and commissions by Seller;
(n) any liability arising from a claim from a customer, resulting from a deficiency in any Product sold by Seller;
(o) any third Person infringement action initiated against eShilpMart as a consequence of using intellectual property as provided by Seller to eShilpMart under this Agreement or its breach of such third party rights; and
(p) any infringement of the Intellectual Property by Seller or its personnel or Person’s under its control.

11.2Any compensation or indemnity as referred to in Clause 11.1 above shall be such as to place eShilpMart in the same position as it would have been in, had there not been any failure to perform or liability, or breach of any representation and warranty.

11.3Seller agree that notwithstanding anything herein contained, eShilpMart shall not be involved in its day-to-day operations, and Seller shall further indemnify eShilpMart against any claims, losses, demands for compensation or any other damages which eShilpMart may suffer, on account of any acts or omissions with respect to or arising from its operation.

11.4. The consequences (including but not limited to legal liability, claims, contest and expenses) of any loss or damage caused or delay suffered by a Customer or a third Person due to negligence or wilful misconduct of any Party will be borne by the defaulting Party. If such consequences are raised against the other Party, the defaulting Party commits to indemnify that Party against any and all such consequences.

11.5The indemnification obligations hereunder shall survive termination or expiration of this Agreement.

12FORCE MAJEURE

12.1. If the performance of eShilpMart obligations hereunder is prevented, restricted or interfered with by reason of any epidemic, pandemic or fire, or other casualty or accident; strike or labour disputes; war or other violence; or any act or condition beyond the reasonable control of eShilpMart (each a "Force Majeure Event"), then eShilpMart shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that eShilpMart shall endeavour to give prompt notice within a period of 20 (twenty) Business Days from the date of occurrence of the Force Majeure Event and providing a description to Seller of such Force Majeure Event in such notice, including a description, in reasonable specificity, of the cause of the Force Majeure Event and the likely duration of the impact or delay caused by the Force Majeure Event; and provided further that Seller shall use reasonable efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes are removed.

12.2.If eShilpMart’s performance of its obligations under this Agreement is suspended due to the occurrence of a Force Majeure Event for a period in excess of thirty (30) Business Days, eShilpMart may terminate this Agreement without incurring any charges.

13 RESTRICTIVE COVENANTS

13.1Seller shall not at any time during the Term, and for a period of three (3) years from the termination or expiry of this Agreement, either on the eShilpMart’s account or in connection with or on behalf of any other Person:

(a) canvass or solicit for direct or indirect employment or engagement or employ or engage any of eShilpMart’s employees or proceed with any approach made by or on behalf of eShilpMart’s employees;

(b)solicit or encourage eShilpMart’s employees to leave employment or engagement with eShilpMart, nor recommend any of eShilpMart’s employees to any Person that might result in eShilpMart’s employees leaving his/her employment or engagement with it;

(c) solicit, either directly or indirectly, any Customer or prospective Customer to refrain from using eShilpMart’s services, whether by using its services or any other Person.

14 LIMITATION OF LIABILITY

14.1The total liability of eShilpMart hereunder for any single event or a series of events constituting a breach of the Agreement or any default hereunder shall not exceed, under any circumstances, one hundred per cent (100%) of the Commission and Services Fees paid or payable to eShilpMart over the immediately preceding three (3) month period.

14.2.eShilpMart shall not be liable to Seller for any indirect or consequential loss or damage, including, without limitation, any loss of business or profits in each case whether arising from negligence, breach of contract or otherwise.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1This Agreement shall be governed by the laws of India and the courts of New Delhi shall have exclusive jurisdiction to try all disputes between the Parties pursuant to this Agreement. Further, each Party shall comply with all applicable state or local laws, regulations, or ordinances in effect or hereafter governing the terms of this Agreement.

15.2In case of any dispute, the Parties shall initially try to find an amicable solution. If the Parties are unable to agree on an amicable solution within 15 (fifteen) days of receipt by one Party of written notice from the other Party, then such disputes arising out of or in connection with this Agreement shall be settled exclusively and finally through arbitration process by appointing the sole arbitrator as mutually agreed. If the sole arbitrator is not appointed mutually within 15 days, then a panel of three arbitrators will be appointed. Each Party shall appoint one arbitrator.

15.3The arbitration shall be held in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and subsequent amendments ("Rules"), language of the arbitration shall be English. The arbitration award delivered by the tribunal shall be final and binding on both Parties. Each Party shall bear its own costs relating to such arbitration, and the Parties shall equally share the arbitrator’s fees. This arbitration clause shall be severable and may be enforced independently.

16MISCELLANEOUS

16.1All the information on the Application is published in good faith. eShilpMart does not make any warranties about the completeness, reliability and accuracy of this information. Any action Seller take relying upon the information Seller find on the Application, is strictly at its own risk. eShilpMart will not be liable for any losses and/or damages in connection with the use of our Application.

16.2. MODIFICATION

eShilpMart may change or modify the Agreement or the notices in the Seller Panel at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect its use of the Services); or (c) to restrict products or activities that eShilpMart deems unsafe, inappropriate, or offensive; or (d) any other reason that eShilpMart deems fit and appropriate. eShilpMart will reasonably endeavour, at its sole discretion to notify Seller about any change or modification in accordance with Clause 17. Seller's continued use of the Services after the effective date of any such change in accordance with this Clause will constitute its acceptance of that change. If any change is unacceptable to Seller, Seller agrees not to use the Services and to terminate the Agreement as described in Clause 10.

16.3. ENTIRE AGREEMENT

This Agreement along with the Schedules hereto shall constitute the entire Agreement and understanding of the Parties with respect to its subject matter and shall supersede all prior representations, promises, communications, understandings or agreements, both written and oral, with respect to such subject matter. None of the Parties shall be liable or bound to any other Party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein or therein.

16.4WAIVER

No failure or delay by any Party hereto in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof or a waiver of any other rights, powers or remedies, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of any such right, power, or remedy or the exercise of any other right, power or remedy; no waiver by either Party shall be effective unless it is given in writing by a duly authorised representative of such Party.

16.5SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision and all other provisions of this Agreement shall continue to remain in full force and effect.

16.6INDEPENDENT AND CUMULATIVE RIGHTS

Each of the rights of the Parties hereto under this Agreement are independent, cumulative and without prejudice to all other rights available to such Parties, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or Applicable Law. Each of the representations and warranties shall be separate and independent and, save as expressly provided to the contrary, shall not be limited by reference to or inference from any other representation and warranties or any other term of this Agreement. The election of any one or more remedies by eShilpMart hereto shall not constitute a waiver of eShilpMart’s right to pursue any other available remedy or remedies.

SCHEDULE I
SERVICES

1 eShilpMart shall provide Seller with listing services for listing of the Products on the Application.

2.eShilpMart shall provide Seller with access to a Seller Panel to enable Seller to add new products, update their description, HSN code, GST rate, inventory, fulfil orders, check for payments, view sales reports, etc.

3.eShilpMart shall provide marketing services to Seller for its Products.

4.eShilpMart shall provide payment collection services to Seller.

5.eShilpMart shall provide logistics services to Seller for its Products.

6. eShilpMart shall provide packaging services to Seller for its Products.

SCHEDULE II
SELLER GUIDELINES

1.PRICING GUIDELINES

1.1 Seller authorizes eShilpMart in the capacity of marketing agent to discover & intimate the prevailing best market price for its products. Fixation of sale price shall be at the sole discretion of Seller and it shall be communicated to eShilpMart. eShilpMart shall act as a 'Marketplace', under Applicable Law, and shall have no role in fixation of the sale price of the products on the Application.

1.2Seller shall have the right to withdraw a particular Product from the Application if there is a dispute as to the price of that particular Product. All such withdrawals will take effect within twelve (12) to twenty four (24) hours from notification to eShilpMart.

1.3.Seller understands, accepts, and agrees that the payment facility provided by eShilpMart is neither a banking nor financial service, but merely a facilitator providing an electronic, automated online electronic payment facility for receiving payment, or cash on delivery (CoD) payment, collection and remittance for transactions on the Application using the existing authorized banking infrastructure and credit card payment gateway (PG) network. Further, by providing payment facility, eShilpMart doesn’t act as a trustee with respect to transaction or transaction price.

1.4All online bank transfers from valid bank accounts are processed using the gateway provided by the respective issuing bank that supports payment facility to provide these services to the users. All such online bank transfers on payment facility are also governed by the terms and conditions of the respective issuing bank.

2 STOCKING GUIDELINES

2.1 eShilpMart and Seller shall determine an estimated quantity of pieces to be stocked as against each Product listed on the Application, based on the expected sales. Seller shall ensure that such number of Products shall be reserved for sale on the Application at all times.

3 BRAND NAME AND MRP TAG VISIBILITY

3.1 Seller agrees to package the Products in accordance with Applicable Law.

4INVOICING OF Customer AND PAYMENT TERM

4.1.eShilpMart will raise tax invoice on behalf of the Seller on the basis of HSN code and GST rate provided by the Seller.

4.2eShilpMart shall collect the product value from the customer, on Seller's behalf, and shall transfer such amount/(s), subject to the deduction of the Commission or/and Service Fee or/and shipping fees, penalty and taxes prescribed by the Government within Order delivery date as notified to it + 15 days. The timeline of Delivery + 15 days is to be construed as the day on which the transaction is deemed to be completed for purposes of settlement of any funds to the merchant. In case the said agreed-upon date of transaction completion falls on a banking holiday or Saturday / Sunday, it is agreed between eShilpMart and the Seller that the deemed transaction completion date would then fall on the next business / working day for eShilpMart.

9ORDER FULFILMENT - COMPLIANCE AND PENALTY

9.1 Average Dispatch Time - All orders should be dispatched within 7 business days of receiving the same.

9.2 Order Cancellation by seller

9.2.1. Cancellation of orders incurs a penalty as intimated to the Seller from time to time on the Seller Panel. The penalties are applicable whenever the Order is cancelled by the seller.

9.2.2The purpose of the penalty is to protect eShilpMart against loss of customer trust and brand equity whenever an Order is cancelled because of delayed shipping.

9.2.3. Seller will be able to check the penalties details in the payments section of their Seller panel.

10 DEACTIVATION AND REACTIVATION PROCESS

10.1. Over and above these penalties, eShilpMart can also deactivate the Seller (temporarily or permanently) in case of continuous performance breach of any metrics applicable.

10.2. eShilpMart can reactivate Seller in case Seller provides a concrete plan of action on performance improvement.

10.3Once reactivated, the Seller will be under review.

11PENALTIES

11.1. Seller shall be penalized for missed orders according to the eShilpMart policies, which will be shared with Seller from time to time on the Seller Panel.

11.2. eShilpMart shall have the right to withdraw a particular Product(s) from the Application in the event of -
11.2.1.any dispute as to the price of the Product(s);

11.2.2.any manufacturing defects;

11.2.3.any claims as to the rights over the Product(s);

11.2.4.incorrect Product details; or

11.2.5.any issues with the quality of the Product(s)

All such withdrawals will take effect within seven (7) hours from notification to the Seller.

Earlier it was ten. Short for a force majeure event.

Is this correct?

Indian Handloom Weavers and Handicraft Artisans to sell their products online. eShilpMart owns and operates the platform www.eshilpmart.com and phone/tablet and other device friendly applications thereof which provide an online marketplace (collectively, "Application") where registered sellers ("sellers") can offer to sell their respective products to users of the Application ("customer"). The transaction process of the Customer placing an order of the products listed by Seller, shall be referred to as "Order". Given the said Order(s) are made on the Application, eShilpMart’s role as a marketplace is limited to managing the Application, associated marketing, payment collections, order management, enquiry management and other incidental services to act as a bridge and enable the Order(s) between Seller and the Customer, described in detail in SCHEDULE I (collectively, "Services").

1 DEFINITIONS AND INTERPRETATION

1.1Unless the context otherwise requires, the following words and expressions shall have the meanings as set out herein below:

(c)"Business Day" shall refer to any day when the scheduled commercial banks are open for business, and shall exclude Sundays and notified public holidays;

(d)"Commission" shall have the meaning assigned to such term in Clause 4.1;