This document is an electronic record in terms of Information Technology Act, 2000 and rules made there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures and the same has been incorporated by reference in the Vendor Agreement (terms as defined below).
These Terms & Conditions (“Terms”) is the entire terms of the Vendor Agreement (“Vendor Agreement”) entered into between m/s Indikaari, a proprietorship firm and having its registered office at 7 Krishna Colony, Mahanagar, Lucknow, Uttar Pradesh – 226006 (“Firm“) and the party willing to sell products (“Vendor“). The Terms are incorporated in the Vendor Agreement by way of reference and constitutes part of the binding Vendor Agreement executed between the Firm and the Vendor.
The domain names http://www.indikaari.com, http://www.indikaari.in, http://www.indikaari.co.in (hereinafter referred to as “Portal/Website“) are owned by the firm and link to a website which operates as an online e-commerce marketplace for the display, advertising and sale of Indian cultural products by various vendors to the end customers (“Customers”) and provides related services to the vendors and to the Customers / users of the Portal on behalf of the vendors (as the vendor’s service provider). The Firm shall act as Vendor’s service provider for providing various services in relation to the sale of its Products as agreed under the Vendor Agreement (“Products”), and the use of the Portal for enabling promotion / advertisement of the its Products (“Services”).
- The Vendor shall offer its Products to the Firm for the purpose of sale by the Vendor on the Portal. Based on market analysis conducted by the Firm, the Firm may make recommendations to the Vendor from time to time on the specific Products and the quantities thereof, from the entire range/collection that are to be displayed, advertised and offered for sale by the Vendor through the Portal. The Vendor shall make its final decision on the Products and their quantities to be displayed on the Portal on the basis of such recommendations. Notwithstanding the foregoing, the Firm has the right to refuse to display, or withdraw from the Portal, any Product for sale on the Portal.
- The Products offered for sale by the Vendor are either manufactured by the Vendor or are sourced/ purchased by the Vendor from third party suppliers/manufacturers (“Suppliers”). In the event the Vendor purchases the Products from the Supplier, the Vendor has to furnish a no objection certificate from the owner/manufacturer of the Products in the format provided by the Firm and available on request.
3. Services to be provided by the Firm
As part and parcel of the Services, the Firm shall carry out the following functions for and on behalf of the Vendor for consideration as agreed under the Vendor Agreement for charges applicable as issued through Circulars to be communicated online.
- Facilitation of Sale of Products through the Portal:
The Vendor authorizes the Firm to, on behalf of the Vendor, provide to Customers / users of the Portal:
- Information and assistance in relation to the listed Products and sales thereof,
- Information in relation to status of the order placed by Customers, and
- Operating a customer helpdesk for other inquiries in relation to Products and orders, customer complaints and grievances.
- The Vendor agrees and undertakes to fully co-operate with the Firm as reasonably required, in connection with any customer-service functions undertaken by them. Such services can be provided by the Vendor either on its own or through the Suppliers, as the case may be.
- The Vendor authorizes the Firm to place;
- Description of the Vendor (including but not limited to description of Suppliers, where so directed by the Vendor) and
- Description of each of its Products (including but not limited to the technical description of the Products, brand name of the Product, the price of the Product and any applicable warranty terms) on the Portal.
- Vendor and product rating based on vendor and product performance and customer reviews.
- The Vendor authorizes and acknowledges that the Firm to suggest offering discounts such as end of season sales. Such discounts shall be borne by the Vendor or as mentioned in writing from time to time.
- The Firm may offer other chargeable value added services from time-to-time, including but not limited to training workshops, mentoring and privileges by subscription or one-time payment.
- Advertising –
- The Firm shall advertise/display, on behalf of the Vendor, the Products on the Portal based on the preference opted for by the Vendor in the Vendor Agreement.
- The costs of such advertisement shall be borne by the Vendor as mutually agreed between the Firm and the Vendor as per terms of the Vendor Agreement.
- The Firm shall inform the Vendor of the date(s) that have been assigned for the shoot of the Products in relation to display of the Products on the Portal and the advertisements. It shall be the obligation of the Vendor to provide samples of the Product selected for display on the Portal at least 10 (ten) calendar days in advance of the day for shoot.
- The Firm may also conduct physical exhibitions for showcasing products and promotion from time to time and the Vendor may provide their goods for the same while bearing all costs incurred by them for the same.
- Quality and Quantity Assurance:
- Prior to the advertising of a Product on the Website, the Firm shall carry out a quality assessment of the samples provided by the Vendor for the shoot based on the relevant quality parameters prescribed by the Vendor (“Quality Parameters”).
- Where sample Products do not satisfy the Quality Parameters, the Firm shall inform the Vendor as soon as possible and the Vendor shall thereafter replace, repair or improve or upgrade all the relevant Products so as to make them comply with the Quality Parameters. The Vendor shall thereafter provide fresh sample Products to the Firm out of such replaced, repaired or improved or upgraded Products and the process of assessing the quality thereof shall be carried out again.
- Where the Products are sourced by the Vendor from Suppliers, the Vendor shall ensure that such Supplier repairs or improves or upgrades or replaces all the relevant Products so as to make them comply with the Quality Parameters. Such repaired or improved or upgraded or replaced Products shall also be subject to assessment based on the Quality Parameters.
- Prior to the Product(s) being displayed / advertised on the Portal, the Vendor shall, ensure the availability of the Products (the samples of which have satisfied the Quality Parameters as stated above) for servicing customer orders, and provide the stock summary to be uploaded on the site (“Stock Statement”).
- Further provided that in the event that due to any reason the Product(s) in respect of which the Stock Statement has been furnished become unavailable in the stated quantities, the Vendor shall immediately, from such Product(s) or stated quantities thereof becoming unavailable, update the inventory on site.
- In case, the Product is being shot by the Firm, directly or through a third party vendor, and thereafter, the Vendor is unable to make the Product available for display and delivery through the Portal for at-least a period of 15(fifteen) days, the Vendor shall be liable to pay INR 3500 as photography cost per Product.
- Ordering, Packaging and Delivery:
- The Portal will enable Customers to place orders for the Product(s) they wish to purchase on the Website.
- Upon receiving the confirmation of the order by the Customer, the Firm will update the details of the confirmation of the order on the internal portal which the Firm shall allot to the Vendor.
- The Vendor hereby irrevocably confirms that upon receiving the confirmation of the order by the Customer in respect of any Product, the Firm shall be entitled to, and be deemed to have been authorized by the Vendor, to collect directly or through its nominees or third party service providers, the relevant Product(s) from the Vendor for the purposes of delivering to the Customer on behalf the Vendor, within 24 hours of the confirmed order being received on the Portal. The Vendor will use packing material mutually agreed with the Firm to package the Product and keep it ready for collection. The materials and collaterals to be used for outermost package layer shall be provided by the Firm paid for by the Vendor unless specified otherwise by the Firm.
- The Vendor shall ensure to provide all relevant authorisations in favour of the Firm to facilitate aforesaid collection of the relevant Products from the Vendor.
- Before arranging the delivery of the relevant Products to the Customer on behalf of the Vendor as a service provider, the Firm may verify, on behalf of the Vendor as a service provider, the consignment against the confirmed order placed by the relevant Customer, and such other Quality Parameters as may be reasonably required or specifically instructed.
- For the avoidance of doubt, it is hereby clarified and the Parties agree that by carrying out the quality assessment exercise on behalf of the Vendor of the Products envisaged as above, the Firm is not assuming any liability or responsibility for such exercise or arising in connection therewith.
- The Firm shall take all commercially reasonable steps to keep the Customer informed of any delays which may take place in the delivery of any Product.
- Invoicing and Collection and Payments:
- The Vendor will generate(unless specified otherwise by the Firm), print and issue an invoice for the purchased Product to the Customers from the Vendor portal provided by the Firm. At times, the Invoice may contain some additional shipping, COD or any other charges charged to the Customer based on the Firm’s policy from time to time. The Vendor agrees to book the same in their books against which the Firm will raise the debit note to the Vendor for equivalent amount resulting in no gain/ loss to the Vendor.
- It is agreed that on the return for any reason, reverse shipping and any other charges of delivery/courier except fulfilled delivery and cash on delivery(which may also be borne by the Customer) will be borne by the Vendors who have opted to bear the freight charges as mentioned from time-to-time by the Firm under the Vendor Agreement
- The Firm shall collect all payments from the Customers on behalf of the Vendor as its service provider.
4. Payment Terms
- The Customers shall be given the choice to make payments for the purchase of the Product by way of online payments, cash on delivery or any other legal methods of payment as may be available on the Portal from time to time.
- The Firm shall generate and provide to the Vendor fortnightly reports of the Products that are being delivered which reports shall contain details of the orders placed, the sale amounts invoiced, sales not delivered and hence RTO (return to origin) and any returns by the Customer as per the R&R Policy (“Reports”).
- It is hereby clarified that Firm shall not be required to provide any other information (including any confidential information or any information about the Customers) to the Vendor vide such Reports or otherwise and any such information shall be the proprietary information of the Firm.
- The payment of sale proceeds of the Products by the Firm to the Vendor shall be on a fortnightly basis or within 3 days of withdrawal request, if any. At the expiry of every seven (7) business days from a fortnight (each a “relevant fortnight”), the Firm shall remit to the Vendor the sale proceeds of the Products which have been duly delivered to the Customers during a relevant fortnight after deducting there from (i) the Firm’s Margin on the Products sold and delivered to the Customers as agreed in the Vendor Agreement (“Margin”); (ii) any other costs incurred by the Firm in relation to provision of other Services, as agreed under the Vendor Agreement (including without limitation the shipping charges, COD charges, advertisement costs etc.); (iii) any adjustments for any RTO and returns received from the Customers within three (3) months from the date of delivery of Products to a Customer; and (iv) all other amounts due and payable by the Vendor to the Firm on accordance with these Terms & Conditions and/or the Vendor Agreement.
- The Margin retained by the Firm shall be subject to applicable withholding taxes (wherever applicable). Accordingly, the Firm shall collect Tax Collected at Source or any other tax or charges required by legal obligations.
5. Return & Refund
- The Firm has a Return and Refund Policy (“R&R Policy”) which is applicable to the sale of Products through the Portal.
- The Vendor has been provided a copy of the R&R Policy or has been given access to the R&R Policy and the Vendor hereby confirms that the terms of the R&R Policy are acceptable to the Vendor.
- The Firm shall prominently display the R&R Policy on the Portal so that the Customers are aware of the R&R Policy.
- If a Customer is entitled to a return or refund for any Product in accordance with the R&R Policy, the Firm shall make such return or refund solely on behalf of the Vendor as per the R&R Policy and adjust the amount so paid to such Customer from any amounts payable by the Firm to the Vendor. The Vendor hereby agrees that such adjustments can be made from the amounts payable by the Firm to the Vendor up to a period of 3 (three) months from the date of delivery of Products to the Customer.
6. License to Make Use of Intellectual Property
- The Vendor hereby grants to the Firm for the Term a royalty free irrevocable license to use its Intellectual Property for the purposes of providing the Services by the Firm as contemplated hereunder.
- In the event, the Vendor sources the Products from any Supplier, the Vendor shall obtain all applicable licenses and consents for the use of such Supplier’s Intellectual Property in connection with the Product being sourced from such Supplier for the purposes of providing the Services by the Firm, prior to the display / advertising of such Products on the Portal. A ‘no objection certificate’ in this regard shall also be procured by the Vendor from the Supplier in the format annexed to the Vendor Agreement and the same shall be submitted with the Firm prior to display of such Products on the Portal. In the event the Firm receives a claim and/or notice from an owner/manufacturer of products regarding infringement of its intellectual property rights, the Firm shall forward such claim to the Vendor and the Vendor shall be liable to defend such claims and keep the Firm harmless and indemnified against the same. The Firm may also provide all necessary information regarding the Vendor to any such party from whom a genuine claim has been received by the Firm and the Vendor shall have no objection to the same. The Firm may further take any other appropriate legal action against the Vendor, as it may deem fit, in this regard.
- It is hereby clarified that no rights in the Intellectual Property of the Vendor or the Suppliers are granted in favor of the Firm except the limited license to use the Intellectual Property for the purposes of providing the Services by the Firm.
- The term “Intellectual Property” shall mean and include logos, trade names, brand names, trademarks, copyrights and other relevant intellectual property rights relevant to the advertisement and sale of the Products.
7. Obligations of the Vendor
The Vendor shall (either itself or through its Suppliers) be responsible for all warranty and after-sales services relating to the Products as per its standard product warranty and maintenance contracts and shall keep the Firm fully indemnified in this regard.
8. Obligation of the Firm
- Firm shall take reasonable steps to specify for Customer awareness on the Portal, the warranty period and terms of such warranty as communicated to it by the Vendor in relation to the Products displayed on the Portal.
- The Firm shall maintain the proper and valid registration of its domain name(s) in relation to the Website during the Term at its own costs.
9. Title and Risk in relation to the Products
- No risk or title to the Products shall pass to the Firm at any point of time for any reason whatsoever. The title and risks to the Products shall be deemed to pass directly from the Vendor to the Customer upon delivery of the Products to the Customer and payment of the consideration for the Products by the Customer.
- Notwithstanding anything to the contrary contained herein, it is clarified and agreed that any and all liabilities arising in connection with any defect, fault or shortcoming in the Product(s) shall be of the Vendor or its Supplier alone and this provision shall survive the termination of the Vendor Agreement together with these Terms & Conditions.
The Parties shall keep all negotiations confidential and maintain the contents of these Terms & Conditions together with Vendor Agreement in strict confidence and shall make no announcement or disclosure without the prior written approval of the other Party save in respect of (i) disclosures necessary to be made to each Party’s consultants, advisors, employees / directors on a need-to-know basis and provided that such third parties are bound by obligations of confidentiality; and (ii) disclosures required by law.
- These Terms & Conditions shall become effective on the Effective Date as mentioned in the Vendor Agreement and shall remain in force unless Vendor Agreement is terminated between the Parties in accordance with the terms hereof (“Term”).
- The Vendor Agreement may be terminated by either Party in accordance with the following:
- Upon material breach of these Terms & Conditions or Vendor Agreement by either Party which is not cured within thirty (30) days of receipt of notification from the non-breaching Party, the non-breaching Party shall be free to terminate the Vendor Agreement forthwith;
- Where any Party commits a material breach of the Terms & Conditions and in the reasonable opinion of the non-breaching Party, such breach is not capable of cure, the non-breaching Party shall not be obliged to provide a chance to cure the breach but shall be entitled to terminate the Vendor Agreement forthwith.
- Either Party may terminate the Vendor Agreement upon one weeks’s prior notice in writing if (a) the other Party is adjudged bankrupt, or makes a general assignment for the benefit of its creditors, or (b) if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment; or (c) such Party commences any proceeding for relief from its creditors in any court under any insolvency statutes.
- The Firm may (a) forthwith terminate the Vendor Agreement where the Firm reasonably believes that the Vendor’s actions or omissions have prejudicially affected the reputation of the Firm and/or the Website; or (b) terminate the Vendor Agreement by giving a 1 (one) week’s notice in writing to the Vendor.
c. Consequences of Expiry/Termination: Upon termination of the Vendor Agreement:
- The Firm shall be entitled to remove the Products of the Vendor displayed on the Portal and/or advertised on the Portal.
- All orders in relation to the Products of the Vendor that have been received prior to the termination of the Vendor Agreement and all obligations to return the Product and/or refund the amount paid by the Customer which may arise in the period after the date of termination hereof, shall be honoured and completed, notwithstanding any termination hereof, in accordance with the terms of these Terms & Conditions and the R&R Policy; and the Vendor agrees and undertakes to co-operate with the Firm for the same.
- The Vendor shall forthwith without delay or demur make payment of all outstanding amounts that are due to the Firm under the Vendor Agreement, including any amount refunded by the Firm to the Customer after the termination, which shall be paid by the Vendor to the Firm immediately upon receipt of any demand from the Firm in this regard.
- The Firm shall within 30 (thirty) days of the date of termination, make payment of all outstanding amounts that are due to the Vendor in accordance with the terms of this Agreement.
- The rights and obligations of the Parties which have arisen hereunder up to the time of termination shall not be affected.
- Within forty five (45) days from the termination of the Vendor Agreement the Vendor shall submit to the Firm a “no due certificate”, to the satisfaction of the Firm.
12. Intellectual Property Rights
- The Firm shall own all rights in any intellectual property created by the Firm under these Terms & Conditions, including material, designs, graphics created and / or developed by the Firm.
- Subject to the provision of contained herein, the Firm owns and shall exclusively own all rights (including all intellectual property rights), title and interest in respect of the Portal / Website.
13. Representation and Warranties of the Vendor
- The Vendor has all rights (including all Intellectual Property rights), approvals and consents from any third parties (including Suppliers) required to enter into and perform the Vendor Agreement together with Terms & Conditions and to supply and sell the Products as contemplated hereunder.
- The Vendor has procured all necessary registrations/permits as required under applicable laws for sale of Products through the Portal (including without limitation registration under applicable laws pertaining to GST of the relevant states). The Vendor further represents that the Vendor shall be solely responsible for collection and payment of applicable taxes with respect to the sale of the Products to the relevant government authorities in a timely manner and the Firm shall not be responsible nor held liable for any non-compliance/contravention of applicable tax laws by the Vendor. The Vendor hereby agrees to keep the Firm harmless and indemnified in this regard. The indemnity obligations of the Vendor contained herein shall survive the termination of the Vendor Agreement together with these Terms & Conditions.
- The Vendor has a valid, clear and marketable title to all the Products being displayed, advertised and sold through the Portal under the terms of the Vendor Agreement.
- All the Products are genuine, merchantable, marketable and of the quality and nature as described by the Vendor to the Firm and displayed on the Portal. The Products are genuine, new and are not counterfeit products(unless explicitly stated otherwise on the Portal).
- The Vendor has valid, clear and full rights / entitlement to use the trademarks, designs, copyrights of or related to the Products or its packaging used in connection with display and advertising of the Products by the Firm.
- The Vendor agrees to add link of Indikaari.in with text “Find us on http://www.indikaari.in” on their website/ blog.
- Further, as per Information Technology (Intermediaries Guidelines) Rules, 2011, the Vendor agrees and undertakes that it shall not provide photographs/images of Products for display, upload, modify, publish, transmit, update or share any information or share/list(s) any information relating to the Product that:
- is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
- harm minors in any way;
- infringes any patent, trademark, copyright or other proprietary rights;
- violates any law for the time being in force;
- deceives or misleads the addressee about the origin of such messages;
- communicates any information which is grossly offensive or menacing in nature;
- impersonate another person;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Firm’s Website or Portal; or
- threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation
Each Party (the “Indemnifying Party”) shall promptly on demand indemnify and hold harmless the other Party and the other Party’s officers, directors, employees and agents ( collectively, the “Indemnified Party”) for and against all liabilities, costs and expenses (including reasonable attorney’s fees) incurred or suffered, or to be incurred or suffered, by the Indemnified Party that arise out of or in any way relate to, or result from any breach by the Indemnifying Party of any of the provisions of the Vendor Agreement together with the Terms & Conditions (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth herein), or negligence, fraud or willful misconduct of Indemnifying Party, or any claim, demand, suit, action or proceeding brought by a third party that involves, relates to or concerns a violation or other breach by the Indemnifying Party of any of the provisions of the Vendor Agreement together with Terms & Conditions (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth herein) or the negligence, fraud or willful misconduct of the Indemnifying Party. The Indemnified Party shall give prompt notice to the Indemnifying Party of the existence and specifics of any such claims.
15. Limitation of Liability
In no event shall either Party be liable to the other Party for any incidental, indirect, remote special, consequential or punitive damages, loss of goodwill or business profits, regardless of the nature of the claim, even if such Party knew or should have known of the possibility of such damages or claims. Firm’s total liability (including for its indemnity obligations), whether in contract, tort, or otherwise, arising out of or in connection with the Vendor Agreement or Terms & Conditions shall not exceed the total Margin received by the Firm in the preceding 3 months under the Vendor Agreement.
In the event of non-adherence of these Terms & Conditions by the Vendors resulting into the occurrence of either of the following instances shall attract a penalty of INR 500 (Rupees Five Hundred Only) per instance:
- inability to meet the orders, whether due to inadequacy of stocks or otherwise, in which case the penalty shall be per order;
- Returns due to bad/defective product;
- Returns due to wrong size of the products shipped by the Vendor;
- Returns due to delivery of wrong products
17. General Clauses
- The Parties hereby agree that for the purposes of providing the Services and carrying out related functions in accordance with the provisions of Terms & Conditions, the Firm is hereby authorized as the agent of the Vendor to act in accordance with the terms herein and other instructions of the Vendor.
- These Terms & Conditions together with Vendor Agreement is the complete and binding agreement of the Parties with respect to the subject matter hereof.
- These Terms & Conditions are applicable for all Vendors and may be modified by the Firm from time to time with prior intimation to the Vendors. Vendors hereby agree to be bound by such amended Terms & Conditions, as may be notified by the Firm.
- The Vendor shall not assign or sub-contract any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions without the prior written consent of the Firm.
- The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective.
- If any provision of these Terms & Conditions is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions contained herein.
- Except as expressly provided in this Terms & Conditions, no waiver of any provision shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Terms & Conditions shall operate as a waiver thereof.
- Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfillment, observance and performance of the provisions contained herein and generally that full effect is given to the provisions of the Vendor Agreement together with the Terms & Conditions.
18. Electronic Execution
These Terms & Conditions are being executed electronically and each Party recognizes that the same is validly executed under the Information Technology Act, 2000 and shall form a binding agreement between the Parties and no Party shall claim invalidity of these Terms and Conditions merely on the grounds that these Terms and Conditions are being executed electronically. For the aforementioned purposes, the Parties hereby agree that these Terms and Conditions are being concluded and executed in Lucknow.
19. Governing Law and Jurisdiction
These Terms and Conditions together with the Vendor Agreement shall be read and construed in accordance with the laws of India. Anything in contradiction with the law existing at any given point of time will prevail. All disputes arising out of or in relation to these Terms and Conditions and/or the Vendor Agreement shall be subject to the exclusive jurisdiction of courts at Lucknow, India.