LOCAL DIGITAL SERVICES PRIVATE LIMITED - TERMS OF SALE FOR SELLERS

By accessing or using our platform, you agree to be bound by these Terms of Sale for sellers as applicable and decided by LOCAL DIGITAL SERVICES PRIVATE LIMITED (“eLocals”), our terms of use, privacy policy and such other agreements, as may be adopted by us from time to time. Please read these agreements, including the terms of use and these Terms of Sale carefully before entering into or accepting a transaction on the platform.

These terms of sale for sellers is an electronic record issued under the Information Technology Act, 2000 and the rules thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures. This agreement contains the terms and conditions that govern your access to, and use of the platform, seller panel and/or any ancilliary services through an account maintained by you on the platform and is an agreement between you or the business you represent and us. These Terms of Sale for sellers is a legally binding agreement between us and you.

Summarily, under the terms of sale for sellers, you will make available your products for sale on the platform by uploading the details for the products and upon the buyer placing an order for the products, you will be issued an purchase order by eLocals and you will have to fulfil the order as per the purchase order and the terms of this agreement. These Terms of Sale for sellers shall be effective and binding on you upon you advertising, exhibiting and creating a listing of the products on the platform in accordance with the terms and conditions set out herein, Terms of Use, Privacy Policy and such other agreements as may be adopted by us from time to time. It is specifically clarified that these Terms of Sale for sellers are in addition to the other agreements on the platform and supplementary to the terms of use.

DEFINITIONS

Unless defined below, capitalized terms used, but not defined herein shall have the meaning ascribed to such term in the Terms of Use.

“Affiliate” means with respect to any party, any Person directly or indirectly controlling or controlled by, or under the direct or indirect common control with such party.

“Agreements” collectively means these Terms of Sale for Sellers, the Privacy Policy, the, the [Returns, Refunds, Replacement, and Cancellation Policy], [Payments Policy], and such other policies as may be adopted by eLocals from time to time.

“Applicable Law(s)” means any laws, bye-laws, statutes, rules, regulations, subordinate legislation, orders, ordinances, notices, notifications, directions, restrictions, common law, judgments, decrees, circulars, decisions, or other requirements or directives of any Governmental Authority or any individual, partnership, corporation, company, unincorporated organization, association, trust, or other entity acting under the authority of any Governmental Authority, as well as any protocols, policies, codes, guidelines, standards, resolutions and guidance notes, and any interpretation of any of the foregoing by a Governmental Authority that has the force of law and as may be applicable to each Party.

“Buyer” shall mean a User who places an Order (defined below) for purchasing the Products (defined below) on the Platform.

“Cataloguing Guidelines” means the guidelines prescribed by Us from time to time relating to the Product catalogue and related content to be uploaded by the Seller on the Seller Panel or Platform.

“Control”, “Controlling” or “Controlled” as to any Person means the acquisition or control of more than 50% (fifty per cent) of the voting rights, or of the issued share capital of such Person or the right to appoint and/or remove all or the majority of the members of the board of directors or other governing body of such Person, the power to direct, or cause the direction of the management and policies of such Person, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, through contract or otherwise.

“Governmental Authority” means any national, state, provincial, local or similar government, regulatory or administrative authority, branch, agency, any statutory body or commission or any non-governmental regulatory or administrative authority, body or other organization to the extent that the rules, regulations and standards, requirements, procedures or orders of such authority, body or other organization have the force of law or any court, tribunal, arbitral or judicial body.

“GRN” means the goods receipt note issued by Us to such Seller confirming the receipt of a Product from such Seller pursuant to an Order, and if We decide to undertake a quality check, then the issuance of a goods receipt note to such Seller upon the satisfactory completion of such check by Us.

“GST” means the goods and service tax as levied under the Central Goods and Services Tax Act and Rules (CGST), Integrated Goods and Services Tax Act and Rules (IGST), State Goods and Services Tax Acts and Rules (SGST) levied by the States, Union Territory Goods and Services Tax Act and Rules (UTGST) levied by the Union Territories, and all allied cesses, duties and taxes.

“Intellectual Property Rights” means any right that is, or may be granted regarding patents, copyrights, designs, labels, know how, trade names, trademarks, service marks, logos and other distinctive brand features or business identifiers, technical information and equivalents of the foregoing, and all other intellectual property rights of whatsoever nature, whether registered or unregistered, including rights in any applications or registrations for any of the foregoing and their respective renewals, continuations and extensions in any state, country or jurisdiction.

“Internal Approval Process” means eLocals’s internal approval process for onboarding Sellers on the Platform.

“Materials” means Your trademarks, content, Product information, data, materials, graphics, intellectual properties and such other items provided, or made available by You or Your affiliates, from time to time to Us or our Affiliates, or uploaded on Platform.

“Minimum Packaging Standards” means packaging requirements and guidelines determined by eLocals from time to time.

“Order” means a transaction carried out by a Buyer on the Platform, upon the successful completion of which, information relating to such purchase shall be relayed to the Seller by means as determined by eLocals from time to time.

“Payments Policy” shall mean Our policy towards the permissible methods for payments for the Orders placed by the Buyers on the Platform, and other related payments involving the Platform.

“Permits” means any and all authorizations, approvals, clearances, licenses, consents, permits, sanctions, orders, registrations, exemptions, filings, reports, rulings, certifications, waivers or variances as may be required, or is required to be obtained or undertaken, as the case may be, by You under Applicable Laws in connection with these Terms of Sale for Sellers, or necessary for the performance of Your obligations set out herein.

“Person” means any natural person, joint venture, company, corporation, partnership (whether limited or unlimited), Hindu undivided family, trust or other enterprise (whether incorporated or not), union, association, Government (Central or State or otherwise), or any agency, department or political sub division thereof and shall include their respective successors, and in the case of an individual, shall include his/her legal representatives, administrators, executors and heirs and in case of a trust shall include the trustee or trustees for the time being in force.

“Platform” means the Website 27.06.2017, or any mobile applications where the Products are made available for sale, including any physical locations set up by eLocals at various locations, to provide access to the Website/mobile applications.

“Price” means the price of the Products that are listed for sale on the Platform which shall include the price of the Products and shall be inclusive of GST, packing, delivery up to a designated location as specified by us and any other cost which the seller may incur, however the price shall not include custom clearance, insurance, freight charges, delivery charges, and any other services provided by eLocals as communicated by us from time to time unless otherwise communicated by us or specifically agreed between eLocals and Seller prior to a quotation being finalized, and which shall be payable in such mode and manner as acceptable to Us. Additionally, You shall have the right to determine variable pricing for the Products, and stipulate Price for minimum quantities of the Products that may be sold on the Platform.

“Products” shall mean the products made available for sale on the Platform, or any additional products made available by You on the Seller Panel.

“eLocals”, “We”, “Our” or “Us” means Local Digital Services Private Limited, a company incorporated under the Companies Act, 2013 with the registered office located at 27.06.2017, or any of its subsidiaries.

“eLocals Matrix Scale” means combination of various operational and business metrics of the Sellers with weightage assigned for each metric at Our sole discretion, in order to compute the Sellers’ performance on a periodic basis, and either incentivise or penalise Sellers on the basis of such performance in comparison to the established thresholds, defined by Us from time to time.

[“Returns, Refunds, Replacement and Cancellation Policy” shall mean Our policy towards returns, refunds, replacement and cancellation procedure for the Orders already placed by the Buyers on the Platform.]

“Seller”, “You” or “Your” means the seller who has agreed to list Products and make the Products available for sale on the Platform and sell and supply the Products, as the case may be and agrees to be bound by these Terms of Sale for Sellers.

[“Seller Panel” means a uniform resource locator link on the Platform, which is owned by Us, or any Person acting under Our instructions, through which You will list, and provide information in relation to Your Products, and conduct and manage the sale of such Products through the Platform.]

“Terms of Sale for Sellers” shall mean these terms of sale between eLocals and the Seller, as may be amended from time to time without prior notice to You.

“Terms of Use” shall mean the terms of use governing Your use of the Platform.

“Website” shall mean the website at 27.06.2017.

“User” shall mean a user who accesses the Platform from time to time.

SELLERS ON-BOARDING POLICY AND KNOW YOUR CUSTOMER (“KYC”) POLICY

In order to list Your products on the Platform and to complete Your on-boarding process, You will be required to provide self-certified digital copies of the following documents for facilitating the completion of the KYC process and setting up of Your Seller account:
[Company to confirm the list of documents below, and if any individual sellers would also be onboarded then the list of documents for such sellers would need to be included as well.

DocumentSole ProprietorshipPartnership FirmPrivate Limited CompanyLimited Company
#0Not applicableNot applicableCertificate of incorporationCertificate of incorporation
#1GST registration certificateGST registration certificateGST registration certificateGST registration certificate
#2Bank Account DetailsBank Account DetailsBank Account DetailsBank Account Details
#3PAN cardPAN cardPAN cardPAN card


In the event You are not an entity registered in India, then You may provide documents equivalent to the above-mentioned documents under Applicable laws, as decided by Us in our sole discretion. In addition to the above, You agree to provide us with any additional documents, as may be required by Us from time to time, including any documents pertaining to the intellectual property rights in relation to brands/Products proposed to be listed on the Platform.

Further, each Seller shall provide and submit all such documents and details on the Platform for registration, as may be required by Us from time to time and in accordance with Applicable Law.

It is specifically clarified that the on-boarding of a Seller is conditional upon the successful completion of the KYC Procedure and verification of the Seller’s identity, and bank account details by Us. Failure by the Sellers to complete the KYC procedure may result in subsequent remittances to such Seller being frozen, until the completion of the KYC procedure. The documents submitted by You should at all times correspond to the details provided by You on the Seller Panel.

Upon the successful submission of the documents listed above, eLocals shall verify the documents provided by a Seller, and if satisfied with the information and documents provided, eLocals shall then subject the Seller to Internal Approval Process pursuant to which it may provide such Seller with access to the Seller Panel and Platform.

To protect Users against fraud, each Seller is prohibited from having more than 1 (one) account on the Platform.

ACCESS TO THE SELLER PANEL
Upon being given access to the Seller Panel, You can proceed to list Your Products either by sharing the product details with eLocals or uploading it directly using the panel as decided by eLocals from time to time. eLocals reserves the right to deny or delete Your account, if it finds that incomplete or inaccurate or false information or documentation has been provided to eLocals. You authorize Us to verify the information updated by You from time to time.

Subject to the provisions of these Terms of Sale for Sellers and relying upon the representations and warranties made by You, We shall grant You a revocable non- transferable and non-exclusive right to access the Seller Panel, for enabling the sale of Your Products on the Platform. You will be provided with a unique login identity and password to access the Seller Panel. You shall take adequate measures to ensure that only authorized personnel access the Your account.

LISTING OF PRODUCTS

Upon being granted access to the Seller Panel, You shall upload the list of Products available with You for sale on the Platform, along with the Price for each of such Products and any other information as required by Applicable Law, in the manner directed by Us. You agree to update, on a real-time basis, the Order status, Price and inventory of the Products listed for sale on the Seller Panel. In case of non- availability of the Seller Panel, You can share the details of Your Products with Our representatives as decided by eLocals from time to time

Notwithstanding anything to the contrary contained herein, We will at all times have the right at Our sole discretion to:

refuse to list any Product on the Platform; or
remove any Product from the Seller Panel or the Platform immediately, including pursuant to the failure of the Seller to complete the sale of a single Product within 60 (sixty) days of such Product being listed for any reason whatsoever including as a result of the Product not meeting our quality standards or on receipt of any complaints relating to the Product.

You shall strictly adhere to the Cataloguing Guidelines while sharing or creating the list of the Products, content and the catalogue on the Seller Panel or the Platform as the case may be. Any and all liabilities, claims, actions, and costs arising out of Your non-compliance with the Cataloguing Guidelines shall be solely at Your costs and peril You will indemnify eLocals its Affiliates, associates and partners and their respective shareholders, directors, staff, officers, employees, agents and representatives of all the foregoing, indemnified at all times from and against any and all suits, actions, legal or administrative proceedings, claims, demands, liabilities, damages, losses, cost, fines or penalties of any kind or nature whatsoever, including legal fees and all other direct and indirect expenses whatsoever in connection with, or incidental to such non-compliance by You including as a result of sale of Products on the Platform.
You shall create an article master of all the Products that You propose to list on the Platform in accordance with the Cataloguing Guidelines (“Article Master”), along with the inventory and the Price, and shall upload the link to the Article Master on the Seller Panel for Our prior approval. In case of non-availability of the Seller Panel, You can share the details of Your Products with Our representatives as decided by eLocals from time to time. You shall ensure that such Article Master reflects all essential details in relation to the sale of the Product such as the make-up and content of each pack, the minimum order quantity, etc. In case You do not have the technical capacity or know-how to create the requisite Article Master, the Article Master shall undergo a quality check procedure from Our end to check compliance with Our Cataloguing Guidelines and at Our sole discretion, We shall either approve the Article Master, request for changes in the Article Master or make edits in the Article Master to comply with the Image Guidelines and Cataloguing Guidelines or the Agreement. Despite Our request for changes to the Article Master, should it not conform to Our standards or requirements, We reserve the right to delete the Article Master at any time without serving a prior notice on You. It is specifically clarified that Our failure to review the Article Master shall not at any point absolve You of any liability or claim that may arise on account of any incorrect, misleading, misguiding, or inappropriate information or listings provided by You on the Article Master. The liability or claims arising out of the Article Master’s accuracy and completeness shall still lie with the Seller. Upon the Article Master being approved by Us, it shall be made published on the Platform. Thereafter, Users can view the Products and place Orders.

You agree and acknowledge that once the Article Master has been approved and has been published on the Platform, You will be bound to supply the Products indicated on the Platform and to adhere to the terms and timelines for delivery of such Products.

The inventory and prices of the Products shall be updated appropriately by the Seller to ensure availability of ready stock to fulfil Orders and avoid any loss of sale. In case of any failure of the Seller to update their inventory and prices as aforesaid, eLocals shall have the right to delist the Seller’s Products on the Platform.

Listings may only include text descriptions, graphics and pictures that to the best extent possible, accurately describe the Product for sale. You agree and acknowledge that there are no restrictions or prohibitions in the usage of the pictures reflected in the Article Master, and that any persons/models appearing in such pictures have no objection for their usage on the Platform. The listing description of the Product must not be misleading and must describe the actual condition of the Product. If the Product description does not match the actual condition of the Product, You agree to unconditionally accept the return of the Product in accordance with the Agreements and refund to Us or the Buyer any and all monies for the sale of the Product. All Products must be listed in an appropriate category on the Platform. Products which are not listed in the appropriate category may be removed by Us at our sole discretion and You would be required to relist them in the appropriate category. All Products listed by You on the Platform must be sufficiently kept in stock at all times by You for successful fulfilment of sales. You must ensure that the inventory and stocks of the Products are regularly updated to ensure accurate disclosure of availability. You agree not to list a single Product in multiple quantities across various categories on the Platform. eLocals reserves the right to review the Product description and if required, We may at Our sole discretion, alter or delete any of Your Product listings. It is specifically clarified that Your failure to comply with the provisions of this Clause or any of the Agreements may result in the temporary or permanent suspension of Your profile and account on the Platform, at Our sole discretion.

If the Sellers sell a Product, the brand name of which is owned by another Person, then in such an event, they may show a picture of the Product and refer to Person who owns such brand name. The Sellers are prohibited from selling a Product, the brand name of which is owned by another Person, in a manner that suggests that the listing on the Platform is approved, sponsored, or endorsed by the Person owning such brand name. The Sellers shall at all times ensure that the Products listed on the Platform do not infringe upon the Intellectual Property Rights of a third Person. The Seller shall also procure an authorisation letter from the owner of such brand permitting the Seller to undertake sales of the Products bearing such brand through e-commerce channels in India, or such other documents as may be required by eLocals from time to time.

Different Sellers may use the same images, graphics, or description texts in relation to the Products if such Sellers are the authorised sellers of the said Product. The said usage shall not infringe upon the Intellectual Property Rights of Sellers. You agree and undertake that You have no objections to the usage of the images, graphics, or description texts of Your Products by the Buyers for the purpose of resale of Products.

The Platform’s listing page can only be used to describe, promote, and facilitate the sale of the listed Products and should not in any manner promote a Seller’s external website or other businesses. Listings that promote gaming, gambling, lotteries, giveaways, draws, coupons to be utilized elsewhere or prizes that entice Buyers or otherwise, are not permitted on the Platform as these promotions are highly regulated and may be unlawful. eLocals may run promotions on the Platform and grant authorization to its associates or partners or any other third-party companies to run promotions that comply with Applicable Laws.

You will ensure that Your Materials, Products (including packaging), listings, and Your offer and subsequent sale of any of the said Products through Us on the Platform comply with all Applicable Laws (including all labelling requirements) and do not contain any sexually suggestive or explicit, immoral, defamatory or obscene materials or any unlawful materials or Prohibited Products as listed in Annexure I or any uniform resource locator marks for use.

You will be responsible for obtaining all requisite approvals and consents for the listing and sale of the Products on the Platform.

Seller Protection Terms

Sellers must follow the Agreement and protect themselves against any claims which may arise from the Buyers. Some of the key protection measures which may be adopted by the Sellers are set out below:

Accurate Product descriptions and images: The Sellers are encouraged to exercise judgment and discretion while setting out Product descriptions and images since this eliminates misunderstandings over what the Buyer is actually expecting to receive. You are solely responsible for providing information relating to the Products offered to be sold by You on the Platform, and updating the description of the Product in the event where there has been a change to the version of the Product being sold. You undertake that all such information, at all times shall be accurate and complete in all respects. The listing description of a Product must not be misleading in any manner whatsoever and must describe the actual condition of the Product. If the Product description does not match the actual condition of the Product, You agree to refund any amounts that You may have received from the Buyer. Sellers will be responsible for claims if the Product details shared by the Seller are incorrect or inadequate, regardless of Seller comments.

Conscientious packaging or shipping: Careful packaging as per the service levels provided by eLocals or affiliated logistics representatives, can prevent many claims for damaged items. You shall make reasonable efforts in packaging of the Products to ensure the safety of the same. You shall also ensure that all such Products shall have the legend “Wholesale Box” inscribed on such packaging. If We do not pick up the Products from You, You shall ship only to the address as communicated by Us. Both eLocals and its affiliated logistics representatives reserve the right to refuse to pick up a shipment if it is not tallying with the order instructions or packing guidelines.

Condition of Products: At the time of dispatch of the purchased Products to Us, You will ensure that the Products are in an unused condition and have not been altered in any way. You must also ensure that the package containing the Product includes all original packaging items such as boxes, bags, tags, accessories, certificates, manuals, warranties, rebate cards, free gifts, bonus items, and any and all such items which form a part and parcel of the Product being shipped pursuant to the receipt of an Order.

We find that some of the claims filed against otherwise good-performing Sellers have to do with Sellers failing to respond to User’s e-mails within a reasonable timeframe. You agree that You will respond to all User communication in compliance with applicable Law and in any case within 48 hours from the date of receiving such communication.

Communication: You agree that all communications between You and eLocals shall take place over email / registered post or through the Seller Panel.

Issues faced by Buyer: In case the Buyer has any query or issue with the Order, the Seller shall acknowledge receipt of the same within 24 hours and shall resolve the same within 48 hours of such issue / query being raised by the Buyer.

Promptly cancel any out-of-stock orders: eLocals shall e-mail the Buyer to let them know of any events that have occurred that may have caused any delay or otherwise for a Buyer not having received the Product and the reasons for the same and further direct the Seller to cancel the Order if You haven’t already done so.

Whistleblower policy: The Sellers shall have the option of flagging any misleading, misguiding, fraudulent, false, unauthorized or illegal behaviour of the Buyers or Our employees and seek protection under Our whistleblower policy. The complaining Seller or any other person, as the case may be (“Complainant”) shall be protected from victimisation at the hands of the Buyers or Our employees. We will ensure complete confidentiality for the Complainant and take required disciplinary action against the concerned Buyers or employees. The Complainant can report such instances by email on 27.06.2017 and by telephone on 27.06.2017.

Quality Grading, Quality Inspection and Testing, and Production Monitoring

The Seller shall have the option of availing quality grading services offered by third party agencies recommended at Our discretion for the purpose of promoting and showcasing the quality of their Products on the Platform and indicating the quality grading of the Products proposed to be listed on the Platforms.

The Seller agrees and permits eLocals to appoint third party quality testing agencies and quality inspection and monitoring agents/agencies to provide such quality inspection and production monitoring services for any Order as determined by eLocals. Upon such appointment, the Seller shall comply with all the requirements of such agencies.

Sellers agree and will cooperate with eLocals during the quality inspection and production monitoring of the orders placed on the Platform. As part of the process, representatives from eLocals or agencies appointed by Us may reach out to You over any electronic media or visit your workshop/factory during the production and fulfilment process, and You agree to provide accurate information and supporting material to these representatives. You also agree to assist such representatives in the completion of the entire process as defined by eLocals from time to time.

PLACEMENT OF ORDERS AND SUPPLY OF PRODUCTS FOR A SELLER

Upon a Buyer placing an Order on the Platform, the Buyer may be required pay a percentage of the Price of the Product as advance (which percentage shall be notified on the Platform from time to time), and the Order shall go live upon the realisation of such payment or at a time as deemed fit by eLocals. Thereafter, the Seller shall be intimated of the Order placed by the Buyer through the Seller Panel or through any other means as decided by eLocals from time to time, and the Seller shall be obligated to supply the Products to eLocals in accordance with such Order. Each Order relayed to the Seller shall be deemed to be a purchase order placed by eLocals on the Seller and the Seller shall have the Order ready to be shipped of these Terms of Sale.

The Seller undertakes to ensure that the Products meet all expected industry and legal standards and safety requirements, and the sale of such Product is in compliance with all Applicable Laws. The Seller shall ensure that all its Products sold on the Platform meets all the prescribed quality norms which norms may be revised by eLocals from time to time, at its sole discretion, and as may be prescribed under Applicable Laws.

Unless agreed otherwise between eLocals and You, an identified logistics representative of eLocals shall pick the Products up from the location of the Seller and shall deliver the same to the Buyer’s location. Alternatively, from time to time it may be agreed between eLocals and You, that You will deliver the Product till a designated location to an identified logistics representative of eLocals. The Seller agrees that such logistics representative of eLocals is authorised to carry out a quality inspection on the Products being shipped for the Order, in which case the Seller shall not complete the final packing of the Order and shall arrange for open packs of the Products ordered to be verified by such logistics representative. eLocals may, at its sole discretion, introduce other delivery models from time to time after communicating such introduction of a new delivery model to You.

GENERAL TERMS OF SALE FOR THE SELLERS

You shall within a period of 12 (twelve) hours from the time of receipt of the Order, keep eLocals informed of the steps being taken by You to process & dispatch the Product(s) listed on the Order, and intimate eLocals if You are unable to fulfil the Order. In the event that the Order placed on or the above the 12 (twelve) hour period extends into a day that is declared as a national holiday, state holiday or when the scheduled commercial banks in India are closed, then You shall within a period of 12 (twelve) hours after such holiday, update eLocals of the steps being taken in relation to an Order. Further, You agree to adhere to the timelines for the delivery of the Products that eLocals will communicate to You from time to time, and more fully described in the Agreement.

You shall be solely responsible and liable for any loss suffered or incurred by eLocals due to any delay or omission in delivering the Products pursuant to the receipt of an Order in accordance with these Terms of Sale for Sellers and the Agreement and shall defend, indemnify and hold harmless eLocals, its directors, shareholders, officers, employees, agents and representatives from all liabilities, losses, damages and costs arising from such delay or omission. You agree and understand that all such delays and omissions shall adversely affect Your ratings on the eLocals Matrix Scale.

You shall update production and dispatch details on the Seller Panel or other modes as decided by us from time to time in such a manner and within such time periods as provided in the Agreement, failing which any loss or damage caused to Us and demanded by the Buyer shall be solely borne by You and debited to You. It is specifically clarified that eLocals’s right to debit sums payable to You is in addition to its right to cancel the Order on your failure to ensure timely delivery.
Along with each consignment dispatching the Product(s) listed on an Order, You shall provide the relevant Order and invoice numbers. You shall also provide the necessary documents, if required by Us for arranging road Permits required by eLocals from time to time.

It is not permitted for a Seller to fail to deliver a Product upon receiving a successful Order. If You, as a Seller violate this Clause, We will have the right to take appropriate action against You including the issuance of a formal warning to You or temporary/indefinite suspension of Your account on the Platform, or any penal amount as determined by Us at Our sole discretion. If Your listing is cancelled or account has been suspended, We will notify You by email, and/or phone, or other modes of communication about the reasons for cancellation of listing of Your Products or suspension of Your account, as the case may be. If You have not been notified about the Product listing cancellation or suspension of Your account, You may contact Us for information. Reinstatement of Your Product listings or account shall be dependent on the nature of violation committed by You and solely at the discretion of eLocals. eLocals’s decision shall be final in this regard.

We shall have the recourse of termination or temporary/indefinite suspension of any Seller’s account on the Platform in case such Seller transacts with the Buyer directly, bypassing this Platform.

The Seller hereby represents and warrant that the Products sold by it, shall not copy, borrow or infringe upon the design or any other Intellectual Property Rights of any other user of the Platform. If at any time during the Term, You offer to sell to any other Person, products from within the Products or products having similar styles or lines and similar order terms as the Products on terms (including price) more favourable than those contained hereunder, You shall immediately inform Us of the same and thereafter You shall deliver and sell corresponding Products to Us at the same or not less favourable terms than those offered to such Person.

We may use mechanisms that rate, or allow users/Buyers/Us to rate and write feedback and reviews about Your Products and/or Your performance as a Seller on the Platform. We reserve the right to make these ratings and feedback publicly available. As a Seller, You acknowledge that such reviews and feedback may not at all times be positive, and may be adverse to Your business, economic, and other interests including Your reputation. You hereby relinquish any right You may have to take legal and/or any other action against Persons who have provided such reviews/ratings on the Platform, or against Us for any loss of business, reputation or any other loss arising out of such feedback or ratings provided by Buyers and other Users.
The Seller hereby agrees and acknowledges that eLocals may offer various value-added services to the Seller from time to time. If the Seller decides to avail such services, the Seller shall comply with all the terms and conditions of such services, as may be prescribed by eLocals. eLocals shall not be liable or responsible in any manner for all actions or omissions of third-party service providers who may provide such value-added services.

Notwithstanding anything to the contrary, the Seller hereby agrees and acknowledges that in case of any breach of the Agreement by the Seller, eLocals shall have the right to levy monetary penalties for such amounts as may be communicated from time to time. The Seller agrees that eLocals has the right to adjust such penalties against the payments due to the Seller from eLocals under this Agreement.

PAYMENT FACILITY FOR THE SELLERS

Subject to the following, the payment terms shall be as per the terms agreed between You and Us, and as described in the Payments Policy or as and when described in the registration section on the Platform which may be accessed on the Seller Panel.

You, as a Seller, agree to appoint us as an agent for the purpose of collection of consideration from the Buyers in relation to the sale of the Products. We agree to use a nodal account as per Applicable Law for receiving such consideration from the Buyer and remitting the same to Your registered bank account after deducting the applicable Fee, in accordance with Applicable Law. [Company to discuss and confirm tax and procedural implications with their tax advisors.]

On dispatch of Product(s), in case You fail to provide dispatch details (which shall be true, correct and duly authorised and shall not be misleading, misguiding, fraudulent, false, unauthorized or illegal and shall not contain any misrepresentation of facts) on the Seller Panel or provide dispatch details not complying with the Agreement, We may suspend and/or terminate Your account.

You agree that the price paid by a Buyer on an Order after deducting the Fees (as defined hereinafter) will be remitted to Your registered bank account within 45 (forty five) days from the date of the delivery of product to the designated logistics representative of eLocals at the Sellers premise or at a designated location as specified by us at the time of Order placement, in accordance with Clause 7.5 below. eLocals at its sole discretion may enable financing either directly or facilitated via third party that can be availed by Sellers as specified in the Terms of Sale, at competitive rates, subject to receipt of goods as per the requirements shared, and at a nominated warehouse determined by eLocals while placing the Order. eLocals may also support pre- shipment financing for Sellers via third party partners. on a case-to-case basis.

Transaction timelines: You shall procure and keep the Product ready for dispatch or pick up, as per the timeline provided in the Order or on the Seller Panel or the timeline agreed between Us, You and Buyer.

Once the transaction is completed as stated above, the remittance to You shall be made in accordance with Applicable Laws. Remittances to You shall be made through online bank transfer to Your registered bank account in accordance with the transaction timelines and the payment cycles prescribed by Us, and in accordance with Applicable Law.

Wherever applicable, eLocals may delay the issuance of a notification confirming the dispatch of Product(s) in an Order, or remit the Price paid by a Buyer thereof to You to ensure safety and eliminate the possibility of fraudulent transaction being undertaken on the Platform, if eLocals is suspicious of certain activity on the Platform by the Sellers or the Buyers, or if eLocals has identified a Seller or Buyer conducting high volume transactions. In addition, eLocals may not issue a notification to You confirming the dispatch of Product(s) in an Order, or may remit the Price paid by a Buyer thereof, if eLocals is required to intimate law enforcement officials (instead of refunding the monies paid by a Buyer towards an Order) at the request of law enforcement officials or in the event the Seller or Buyer is engaged in any form of illegal activity.

All statutory levies and taxes as per Applicable Law will be accounted for by each Party wherever applicable in terms of Applicable Law.

INVOICING
[Company to confirm the invoicing method, will the invoice be directly raised by the Seller on the Buyer? This clause will need to be amended appropriately.]
Simultaneous with the shipping of the Product(s) in accordance with these Terms of Sale for Sellers, the Seller shall raise an invoice on eLocals unless directed otherwise by us and in accordance with these Terms of Sale and the order value amount excluding freight services, quality testing, customs clearance or cost of any other service provided by eLocals.

Each invoice shall be in a template provided in the Seller Panel, and shall include:

Your name and address;
Shipping address;
State code;
Mode of payment;
The Order reference number;
The total invoice value determined by multiplication of the total delivered quantity of Product(s) with the unit rate of Product(s) set out in the relevant Orders;
The quantity of the Products which the invoice relates to;
Taxpayer Identification Number (TIN);
GST Registration Number of the Seller;
Applicable GST rate and amount; and
HSN Code.

You agree that the abovementioned information provided in the invoice shall be true and You shall be liable for any inaccuracies in the invoice (including any erroneous details such as HSN Code, etc.).

eLocals collects the Product Price which includes the Product fee, and shipping fee, paid by a Buyer for any Order. eLocals may charge a selling commission (a percentage of the Product Price), which shall be communicated to You in writing from time to time, and any other shipping charges, return fee (if any), membership fee, listing fee, advertising fee, payment gateway charges and service fees for other value-added services, informed from time to time (together referred to as “Fees”). The specific payment terms and Fees payable shall be specified in these Terms of Sale and any change in the payment terms and Fees will be communicated to You for Your acceptance. In the event of any conflict between these Terms of Sale for Sellers, the Terms of Sale shall prevail. eLocals’s shipping rates apply to all Products sold.
eLocals may offer several promotions, and marketing programs for a fee in the event that You want more visibility for the Products.

You authorize and permit Us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to Us in connection with the Order on the Platform to the Financial Partner or other banks, auditors, processing agencies, or any third party contracted by Us in connection with the Products on the Platform. The payment shall be directly received by eLocals in its nodal account and shall be remitted further to You, subject to the deduction of Fees in accordance with the Agreements.

It is hereby clarified that all other costs, charges, fees and expenses for or arising out of or in connection with the supply of Product(s) must be paid by You until the dispatch of the Products to Us or dispatch of the Products to the Buyer directly.

We may withhold a portion of the proceeds payable to You as a separate reserve (“Reserve”). The Reserve will be an amount as determined by Us on the basis of the quantum of the actual claim and Your account history in relation to the same. The Reserve will be used only for the purpose of settling future claims made by Buyers in the event of failure by You to supply Products to the Buyer in accordance with the Agreement, keeping in mind the period for refunds and chargebacks. In the event that there are no claims We will release the Reserve amount in the next payment cycle in accordance with these Terms of Sale, and in accordance with Applicable Law. This may differ from Product to Product and from each Seller with the other and will be at Our sole discretion. In such an event, We will notify You prior to the transaction.

In case of any dispute in the invoices, eLocals reserves the right to withhold any monies which are the subject matter of such dispute, from payments to be made under the invoice. eLocals shall pay such sums to You, when the dispute as to which payment was held, is amicably resolved or directed to do so in terms of the dispute resolution clause set out in these Terms of Sale for Sellers.

CONSEQUENCES IN DELAY OF SUPPLY

You recognize that time is the essence of these Terms of Sale for Sellers and You undertake to supply all Products in accordance with the Order placed on the Seller Panel either by Us or by the Buyer within the timelines specified therein or in the Agreement.

In the event that there is a possible delay in supply of the Products and as soon as You become aware that You will be unable to fulfil an Order or meet the delivery date set out in an Order, You shall notify eLocals in writing of the date on which You will be able to fulfil the Order in the mode and manner as may be required by Us. If the new date for delivery is unacceptable to eLocals, eLocals may at its sole discretion cancel the Order in accordance with the Agreement and You shall be liable to pay the compensation for such cancellations in accordance with the Terms of Sale for and Your rating on the eLocals Matrix Scale may be impacted with such cancellations.

You agree and acknowledge that Your operational and fulfilment performance shall be measured by eLocals on a daily basis in accordance with the eLocals Matrix Scale and the business/operations standards set by eLocals, which shall be informed by eLocals to You from time to time. You acknowledge that You will adhere to the terms and conditions of eLocals Matrix Scale and standards expected of you. You shall ensure that You fulfil the Orders placed on your Products with a fulfilment rate as may be communicated to you at the time of enrollment. You further agree that in the event that You are unable to fulfil the fulfilment rate for the Orders placed on your Products, eLocals shall be entitled to receive monetary damages, as may be communicated to you from time to time. Notwithstanding anything to the contrary, eLocals shall also have a right in its sole discretion to delist You from the Seller Panel and the Platform and terminate these Terms of Sale for Sellers in the event that You are unable to achieve the fulfilment rate.
eLocals reserves the right to penalize the Seller in case of any cancellation or delay in shipment of the Order. The terms and conditions of this penalty will be shared with the Seller from time to time as decided by eLocals.

RETURNS AND REFUNDS

You shall accept all returns including any Buyer returns or allow the Buyer to destroy the defective material within 7 days from the date of the delivery of the Products in accordance with the Returns, Refunds, Replacement And Cancellation Policy as shared by eLocals from time to time. Buyer reserves the right to reject the goods only in the event of a quality complaint raised by the Buyer, where the Buyer has proven beyond any reasonable doubt within a week of receiving the Products that the Products were received in an unusable condition.

The Seller agrees to accept the Products returned by the Buyers and based on eLocals’s decision either replace the Product or provide a refund to the Buyers. The Seller further agrees to replace the Products or refund the amounts within the timelines provided herein or as may be specifically notified by eLocals (whichever is earlier) and in compliance with the Returns, Refunds, Replacement and Cancellation Policy.

If the Products sold by the Seller on the Platform are returned back by the Buyer due to a quality complaint raised by the Buyer, where the Buyer has proven beyond any reasonable doubt within a week of receiving the Products that the Products were received in an unusable condition, the Seller agrees to bear the costs of shipment of the Products (including forward shipment and reverse shipment), and other charges in connection with the delivery and return of the Products, as may be decided by eLocals in its sole discretion. In case of partial returns resulting in the weight of Products falling below the prescribed minimum threshold (as may be notified on the Platform from time to time), the Seller agrees to bear the relevant shipping charges, as indicated by eLocals.

You shall be solely liable for any liability arising on account of refunds, cancellations, and/or returns, including on account of any delay in such refund, cancellation and/or returns.

PACKAGING

You will ensure that the packaging of the Products is in accordance with the Minimum Packaging Standards and all regulatory requirements under Applicable Laws, including transport worthiness with reference to the value and the nature of the Products and the mode of transport to ensure that there is no loss or damage to the Products during transportation.

eLocals shall have the right to apply its packaging over the existing package of the Products as decided by us on a case to case basis.

In addition to Your packaging, You hereby agree to use the basic packaging material that comply with Minimum Packaging Standards, procured at your own cost, in order to pack and ship the Products.

INSURANCE
You shall obtain all such insurance as may be required in relation to the Product, for a period until dispatch of the Product to eLocals.

Unless otherwise mutually agreed, You shall maintain a comprehensive insurance policy with an insurer of repute to cover Your liabilities in respect of any act or omission for which You may become liable to indemnify eLocals under these Terms of Sale for Sellers. You shall promptly tender copies of such insurance policy (and all renewals thereof) to eLocals on request. In the event any insurance policy is cancelled by you or expires, You will keep Us informed of the same.

You shall ensure that none of the terms of any insurance policy taken out pursuant to these Terms of Sale for Sellers are breached by You or Your employees or Your service providers/associates. It is hereby further clarified that Your obligations to obtain insurance pursuant to these Terms of Sale for Sellers shall be in addition to Your obligation to indemnify eLocals for any of its breach of these Terms of Sale for Sellers.

REPRESENTATIONS, WARRANTIES AND COVENANTS

You represent that:

in case You are a company, partnership firm or a body corporate, You are a legal entity duly formed and validly existing under the laws of India or in case You are an individual, You are a person resident in India and not prohibited from selling the Products;

You have full corporate power and absolute authority to accept these Terms of Sale for Sellers and the Agreements and to perform all the duties, obligations and responsibilities arising or created under or pursuant to these Terms of Sale for Sellers;

these Terms of Sale for Sellers and the Agreements shall constitute a valid and legally binding obligation, enforceable in accordance with its terms;

the acceptance of these Terms of Sale for Sellers and the Agreements and delivery and performance of the duties, obligation and responsibilities arising in or created under or pursuant to these Terms of Sale for Sellers does not and shall not conflict with, result in a breach of or default under Applicable Laws or regulation [including but not limited to the Information and Technology Act, 2000 (including any rules and amendments made thereunder) and the Foreign Exchange Management Act, 1999 (including any rules and amendments made thereunder)] any privacy policy, terms of use, or any order, writ, injunction or decree of any Court or Governmental Authority or any agreement or arrangement or understanding, written or oral, to which You are a party to;

there are no claims, actions, suits, litigation, arbitration or other proceedings pending or threatened against You, which question the validity or enforceability of these Terms of Sale for Sellers or any of the transactions contemplated pursuant thereto;

all certifications with respect to artisanal products, fair trade products, organic products, recycled and sustainable products are authentic and certified by relevant regulatory authority;

the Products being sold on the Platform have clear title and are not subject to any lien, encumbrances, security interest or other restrictions and will not infringe upon the Intellectual Property Rights of any third party;

the Products can be lawfully marketed, sold and distributed throughout India without restrictions with respect to disclosures, licenses, or registrations under Applicable Laws, other than any specific restrictions or prohibitions disclosed by You and consented to by eLocals in writing;

You have obtained all requisite rights, title, interests, licenses and Permits required under Applicable Laws to manufacture, sell, deliver Products, use Intellectual Property Rights in respect of the Products, and to perform its duties, obligation and responsibilities arising or created under or pursuant to these Terms of Sale for Sellers.

You further undertake that, during the Term of these Terms of Sale for Sellers:

the Products and packaging material shall at all times (i) be of merchantable quality and will follow the export related standards and regulatory requirements of the destination country ; (ii) be new, unused, genuine, free from defects, deficiencies and conform to the highest standards and quality in accordance with industry practice; (iii) not be misbranded, falsely advertised or falsely invoiced; (iv) be of the particular and required specifications as specified in a specific Order (or where Products are sold by sample in quality, the entire bulk of Products shall conform with the sample in quality); (v) be fit and sufficient for the purpose for which Products are ordinarily used and for any particular purpose made known to You, or indicated under these Terms of Sale for Sellers, either expressly or by implication;
(vi) free from defects in workmanship or material; (vii) conform to all applicable safety requirements; (viii) carry all applicable safety information regarding the contents and fragility endorsements where appliable; and (ix) if applicable, duly imported in accordance with Applicable Law;

there shall be no risk that any of the following will cause death of, or personal injury to, any Person or property whatsoever: (i) Products; (ii) packaging material; (iii) the keeping, use or consumption of the Products; or (iv) accuracy of any measurement, calculation or other reading made in relation to Products;

ensure that the Products supplied should carry its warranty on the Products as applicable, and You shall honour, with respect to the Buyers, any Product warranty generally provided by the manufacturer in connection with the Products, and You shall not breach any contractual obligation or undertake any act which will render the warranty void or limit the warranty in any manner including any sale being limited to any territories, pricing, etc;

You shall keep and maintain complete and accurate records and books of account, in accordance with Applicable Laws in sufficient detail and form to enable eLocals to determine and verify Your compliance with the terms and conditions of these Terms of Sale for Sellers. Such records and books shall be maintained for a period of at least 8 (eight) years from the close of the fiscal years to which they relate. eLocals reserves the right to examine and audit such records and books (and the methods used to prepare and maintain them), either directly or through its representatives, at any time during regular business hours and to make copies and extracts thereof;

You shall provide eLocals with copies of all, forms and declarations (such as those required under Applicable Laws) as may be required by eLocals for us to facilitate the free and unhindered international, inter-State and intra-State movement of the Product(s), including any GST and other supporting document;

You shall be solely responsible and liable in respect of the Product(s) sold by You to eLocals, or for the Product(s) sold by You to the Buyer directly, notwithstanding whether the Products are manufactured by You or a third party manufacturer;

You shall pass on any benefit of tax relaxation to eLocals, gained by You and effected at any time after eLocals issues the Order against change in tax rates as per Applicable Laws;

the Products and the packaging, if any, shall specifically comply with all Applicable Laws and specifically with the provisions of the Legal Metrology Act, 2009 and the rules and notification and amendments made there under. You agree that the Products will be packed and labelled as per the above requirement before such Products are delivered to eLocals. In the event of any failure to comply with the above applicable statutory provisions, You will indemnify and keep eLocals or the Buyer indemnified against any claims, penalties or fines (including reasonable attorney fees) that are imposed on and paid/ incurred by eLocals or the Buyer as a result of Your failure. Notwithstanding any thing contrary in these Terms of Sale for Seller and subject to other available remedies, eLocals will be entitled to make an application for the compounding of an offence and the fine paid on such compounding and reasonable litigation cost shall be indemnified and /or reimbursed by You;

You shall not sell directly or indirectly, or attempt to trade in any item or material which is prohibited or restricted in any manner under the provisions of Applicable Law and not to sell any Products that may contain ingredients that are prohibited under the Applicable Laws, including the list of prohibited ingredients as set out in Annexure I or are otherwise regulated as a controlled substance; and

You shall not resort to any practices which are fraudulent in nature or not permissible under Applicable Law, including but not limited to resorting to predatory pricing, unfair trade practices or anti competitive measures with respect to any of the Products.
You undertake that each representation and warranty made by You in these Terms of Sale for Sellers is true and correct in all respects as of the date You accept these Terms of Sale for Sellers and You shall ensure that all such representations and warranties remain true and correct during the subsistence of these Terms of Sale for Sellers and no omission has been made of any fact that is directly or indirectly connected with any of the representations or which makes any of the representations misleading.

You acknowledge that eLocals has agreed to contract with You on the basis of, and in full reliance on, each of the aforesaid representations and warranties. None of the representations and warranties shall be treated as qualified by any actual, implied or constructive knowledge on the part of eLocals or any of its respective agents, representatives, officers, employees or advisers. The representations and warranties shall not be in any manner limited by any information disclosed or made available to or received by eLocals or its representatives.

INDEMNITY

You shall defend, indemnify, hold harmless and keep eLocals its Affiliates, associates and partners and their respective shareholders, directors, staff, officers, employees, agents and representatives of all the foregoing, indemnified at all times from and against any and all suits, actions, legal or administrative proceedings, claims, demands, liabilities, damages, losses, cost, fines or penalties of any kind or nature whatsoever, including legal fees and all other direct and indirect expenses whatsoever in connection with, or incidental to the performance of these Terms of Sale for Sellers, whether arising during the Term hereof or any time thereafter and in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, by reason of:

any act, omission, fault or negligence whether active or passive or of anyone acting under Your direction or control or on Your behalf, including Your failure to state accurate Product descriptions, adequate warnings, or instructions or otherwise failure to comply with any Applicable Laws;

breach of any Your representation, warranty, covenant or obligations under or pursuant to these Terms of Sale for Sellers;

death, injury, loss or damage to Person or loss or damage to property, resulting or claimed to result in whole or in part from any actual or alleged use or storage of Products, including but not limited by reason;

all fraudulent activities undertaken by You independently or in collusion with the Buyer;

infringement or threatened infringement of any Intellectual Property Rights;

defects in the Products or Product recall; and/or

all liabilities arising on account of or in relation to the sale of the Products.


TERM AND TERMINATION

The engagement shall be effective from the date You register on the Platform and shall be valid until your registration is terminated in accordance with these Terms of Sale for Sellers (“Term”).

You may terminate these Terms of Sale for Sellers without cause by issuing a prior written notice of 60 (sixty) days to eLocals provided there are no outstanding dues payable by You to eLocals as on such date. eLocals may terminate these Terms of Sale for Sellers without cause immediately by issuing a written notice to You. Full and final settlement of the accounts will be done within 60 (sixty) days from the date of receipt of notice to terminate/delist from the Seller or by Us to You.

eLocals may terminate these Terms of Sale for Sellers immediately by providing You a written notice if:

You commit a breach of any of the terms or conditions or its obligations under these Terms of Sale for Sellers or the Agreement, and such breach is not remedied (if capable of remedy) within the timeline issued by Us in the notice;

any distress, execution or other process is levied upon any of Your assets;

You enter into any compromise or arrangement with Your creditors or commit any act of bankruptcy or in case You are a body corporate and an order is made or an effective resolution is passed for Your winding up (whether voluntary or involuntary), or if a petition is presented to Court, or if a receiver/manager, administrative receiver or administrator is appointed in respect of the whole or any part of Your undertaking or asset;

You become insolvent or go into administration, receivership or liquidation or enter into any arrangement or composition with Your creditors or any action is taken for the appointment of an administrator or official manager or receiver of the Your assets;

You cease or threaten to cease carrying on business;

Your financial position deteriorates to such an extent that in Our reasonable opinion, Your capability to adequately fulfil Your obligations under these Terms of Sale for Sellers has been placed in jeopardy;

any attempted transfer or assignment or sub-contracting of Your rights and/or obligations under these Terms of Sale for Sellers or a part thereof whether by voluntary act or operation of Law;

if any activities conducted by You in light of this Agreement amounts to any misrepresentation, or a fraudulent activity or a breach of trust, with immediate effect and without the right to cure such breach as per Clause (k);

if any of the representations made by You are found to be false, inaccurate or incomplete or if You fail to comply with any of the warranties made by You; or

if You breach of any of the terms of these Terms of Sale for Sellers and You do not cure such breach within 7 (seven) days of being notified by eLocals.

Consequences of termination:

Upon termination of these Terms of Sale for Sellers, Your account on the Seller Panel shall be deactivated. In the event You terminate these Terms of Sale, your account shall be active and You shall be provided a limited access to Your account for a period of 60 (sixty) days to fulfil any pending Orders only and You shall not be entitled to offer for sale new Products or accept new orders.

Upon termination of these Terms of Sale for Sellers, You shall ensure completion of Your obligations with respect to the open Orders placed on the Seller Panel on or before the date of termination of these Terms of Sale for Sellers and shall ensure completion of any returns, refunds or replacement obligations in compliance with the Returns, Refunds, Replacement, and Cancellation Policy for Products delivered by the Seller. In case of any failure of the Sellers to complete open Orders, eLocals shall have the right to adjust any amounts due (including penalties for cancellation of such Orders) from the full and final settlement to the Sellers.

In respect of any Products remaining with eLocals due to eLocals being unable to sell to the Buyers, or if the Order is cancelled or if Products are returned by the Buyers (subject to the compliance with the terms and conditions of the returns and within the timeline provided on the Platform), eLocals shall have the right to return such Products to You at the same cost.

The Parties shall be relieved and discharged from all obligations, liabilities or claims under these Terms of Sale for Sellers except for rights and liabilities accrued under these Terms of Sale for Sellers prior to the termination thereof or which expressly survive termination of these Terms of Sale for Sellers.

FORCE MAJEURE

If the performance of any obligation of either party is delayed or prevented in whole or in part by causes beyond the reasonable control of such party including but not limited to wars (declared or undeclared), hostilities, revolution or civil commotion, explosion, hurricane, flood, embargo, proclamation, regulation or ordinance of any government or governmental agency, having, or claiming to have, jurisdiction over the Parties, or any act of God, then such party shall not be held responsible for non-performance of such obligation during the continuance of the delay, provided prompt notice and full particulars of such delay have been given to the other party, nor shall such non-performance be deemed a default hereunder. The affected party will be obligated to take all reasonable action to eliminate the cause of the delay and resume performance as soon as reasonably possible. If the non-affected party is eLocals, nothing contained herein shall limit Our right to purchase similar products from third Persons in the event the force majeure event or its consequences have prevented You from manufacturing or delivering any Products hereunder.

CONFIDENTIAL INFORMATION

You shall keep in confidence any confidential/sensitive/proprietary information (whether electronic or otherwise) obtained under these Terms of Sale for Sellers from eLocals, including without limitation any business plans, customer lists, processes, technical knowledge, software, reports, data, financial or operational information about eLocals and the existence and the terms and conditions of these Terms of Sale for Sellers and shall not divulge the same to any Person other than Your employees who shall be provided this information on a “need to know” basis. This obligation will not apply to information which:

is known to the public (through no act or omission of the parties in violation of these Terms of Sale for Sellers);
was known to You prior to the disclosure under these Terms of Sale for Sellers;
was or is independently developed by You without breach of these Terms of Sale for Sellers; or
is required to be disclosed pursuant to a governmental or judicial order, in which case You shall give eLocals prompt written notice, where possible, and use reasonable efforts to ensure that such disclosure is accorded confidential treatment and also to enable eLocals to seek a protective order or other appropriate remedy.

You shall not make any public release/statement with regard to these Terms of Sale for Sellers and/or the matters contemplated herein without the prior written consent of eLocals.

In the event that for any reason these Terms of Sale for Sellers shall lapse and the transactions contemplated hereby shall not be implemented, You shall, on the written demand of eLocals, immediately return the all information/data/documents in relation to eLocals, together with any copies in Your possession.

The obligations under this Clause shall be valid, and shall have force and effect after the expiry or earlier termination of these Terms of Sale for Sellers.

INTELLECTUAL PROPERTY
You undertake not to adopt or use or cause any other Person to adopt or use any name, corporate name, trading name, title of establishment, logo, symbol or other commercial designation that is similar to the trademarks, name, corporate name, trading name, title of establishment, logo, symbol or other commercial designation of eLocals (whether or not registered or to be registered in the name of eLocals or any of its associated companies), without Our prior consent.

You shall immediately notify eLocals in writing of any infringement or potential infringement of trademark, name, corporate name, trading name, title of establishment, logo, symbol or other commercial designation of which You become aware. You shall not, without the prior written approval of eLocals, have the right to bring any action or proceeding with respect to such infringement or potential infringement or which involves, directly or indirectly any issue the litigation of which may affect interest of eLocals. Nothing in these Terms of Sale for Sellers shall obligate eLocals to take action against any such infringement or potential infringement.

You agree and acknowledge that You will not use such content developed by eLocals for advertising or marketing the Products with any other third party and the content and the Intellectual Property Rights in such advertisements and marketing activities shall solely belong to eLocals.

You agree and acknowledge that in no event will the Products or any material provided by you under this Agreement infringe the Intellectual Property Rights of any third party.

You hereby agree to let Us share your details with third parties who raise claims for infringement of Intellectual Property against You, in order to aid the resolution of such claims. You agree to settle such claims of infringement and provide us with documentation as a proof of such settlement. We shall take down such infringing image / material within 24 (twenty four) hours of receipt of a valid complaint.

You represent that You have the ownership or license to use the Intellectual Property Rights in the Product as well as the Product information, and/or content (including but not limited to images, catalogue information/text and graphics) thereto provided by You to eLocals, and grant eLocals a royalty free license to use such Intellectual Property Rights for purposes as may be deemed necessary for selling the Products and undertaking marketing programs. Further, You agree that on an ongoing basis and as and when requested by eLocals in a timely and reasonable manner, You will provide, free of charge, the Product information, and/or content (including but not limited to images, catalogue information/text and graphics).

MARKETING
You agree that eLocals may advertise and market the Products and sellers on its Platform or any other channels. Unless otherwise agreed in writing between the parties, the content for such advertisements will be developed by eLocals and You agree to provide all information and inputs necessary for eLocals to develop such content.

The Sellers agree and acknowledge that eLocals may conduct certain planned promotional campaigns and marketing events in order to promote the sale of Products or increase visibility of sellers on the Platform. The Sellers have the option to participate in such promotional events at their sole discretion.

By participating in such campaigns, the Sellers agree to comply with all policies of eLocals in relation to such planned promotional campaigns.

In the period immediately prior to the launch of such planned promotional campaigns, the Sellers shall not temporarily inflate the Prices of the Products on the Platforms, resulting in the display of higher discounts on such Products.

MISCELLANEOUS

Relationship

Nothing in these Terms of Sale for Sellers shall be construed as establishing or implying any partnership, principal-contractor, or joint venture arrangement between the parties, nor shall it be deemed to constitute either of the parties as the agent of the other party and no employment or any other relationship shall be construed or created between eLocals and Your employees. Except to the extent provided by these Terms of Sale for Sellers, in all transactions entered into by You in pursuance of these Terms of Sale for Sellers, You shall act and always be deemed to have acted as a principal; and not as an agent or contractor of eLocals. eLocals shall not in any way be liable in respect of any act or omission on Your part towards Your statutory, contractual or other obligations with respect to Your employees and other personnel. Neither party shall have the authority to bind the other party in any manner without the prior written consent of the party who is sought to be bound.

Assignment

You shall not have a right to assign these Terms of Sale for Sellers or Agreements or any of Your rights and obligations under these Terms of Sale for Sellers or Agreements directly or indirectly without the prior written consent of eLocals.

Governing Law
Subject to the Dispute Resolution Clause below, these Terms of Sale for Sellers and all matters arising in connection with these Terms of Sale for Sellers shall be construed in accordance with the laws of India. The parties submit themselves to the exclusive jurisdiction of the Courts at Mumbai.

Dispute Resolution

Parties shall endeavour to amicably settle and resolve any dispute or difference arising out of or in relation to these Terms of Sale for Sellers within 30 (thirty) days from the date of raising such dispute or difference by the aggrieved Party, failing which either Party may refer any disputes arising out of or in connection with these Terms of Sale for Sellers in accordance with the Arbitration and Conciliation Act, 1996 and the rules hereunder. The arbitration shall be conducted in English and the seat of arbitration shall be Mumbai. There shall be a sole arbitrator appointed by Us. The decision of the arbitrator shall be final and binding on the Parties. Nothing shall preclude a Party from seeking interim equitable or injunctive relief, or both, from any court having jurisdiction to grant the same. You agree that We shall not be liable or made party in any dispute arising between You and the Buyer.

Non-Solicitation

You agree that during the Term and for a period of 2 (two) years after the termination of these Terms of Sale for Sellers You shall not directly or indirectly:

solicit or employ any Person who is employed by eLocals or Our Affiliates, nor induce or attempt to induce any such Persons to leave their employment without the prior written consent of eLocals.
solicit customers or redirect any customers to any other Person (or any platform) to purchase the Products or similar products or attempt to induce any customer to purchase Products or similar products other than on the Platform.

You hereby acknowledge and agree that the provisions of this Clause are reasonable with respect to its duration, and scope, narrowly tailored and necessary to protect and preserve the legitimate business interests of eLocals and Our Affiliates and that eLocals would be irreparably damaged if You were to breach the covenants contained in this Clause.

The Parties agree that if the restrictions envisaged herein are held to be void by a court of competent jurisdiction, the same would be valid and enforceable if modified or altered to the extent necessary and such restriction shall apply to You with such modification.

Amendment

We may amend or replace these Terms of Sale for Sellers on the Platform from time to time, by updating this document and providing You a prior notice of 15 (fifteen) days. Your use of the Platform following the posting of changes will mean that You accept such changes.
However, We may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or for security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that We deem unsafe, inappropriate, or offensive. You can reach out to us at help@qalara.com in case you have any questions regarding any change in the Agreement.

Survival

The parties agree and acknowledge that the Clauses relating to Returns, Refunds, Cancellation and Replacement, Representations, Warranties and Covenants, Indemnity, Confidential Information, Governing Law, Dispute Resolution, Non-Solicit and Survival shall survive the expiration and termination of these Terms of Sale for Sellers.

Specific Performance

You agree that eLocals will suffer immediate, material, immeasurable, continuing and irreparable damage and harm in the event of any breach of these Terms of Sale for Sellers and that damages in respect of such breach shall be inadequate and that eLocals shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain You from committing any violation or enforce the performance of the covenants, representations and obligations contained in these Terms of Sale for Sellers.

Set Off

eLocals shall be entitled to offset, deduct or retain out of any monies which may be or become due to You under these Terms of Sale for Sellers or otherwise, any amounts owed by eLocals to You under these Terms of Sale for Sellers or otherwise.

Severability

If any term, paragraph or provision of these Terms of Sale for Sellers shall be held to be invalid for any reason whatsoever, such invalidity shall not affect the validity, operation or enforceability of the remainder of these Terms of Sale for Sellers. If the remainder of these Terms of Sale for Sellers is not materially affected by such declaration or finding and is capable of substantial performance, then that term or provision or part thereof shall to that extent be deemed not to form part of these Terms of Sale for Sellers and parties shall negotiate in good faith to agree upon a substitute provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision.

Further Assurances

Parties hereby undertake to use their best efforts to take, or cause to be taken, all action and do, or cause to be done, all things necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective, as soon as reasonably practicable, the transactions herein contemplated. The parties undertake to co-operate with each other, as reasonably and lawfully requested, to assist the other party in complying with the request of the party making the request and requirements of governmental and other regulatory authorities.

Grievance officer

In accordance with the Information Technology Act, 2000 and rules made thereunder and other Applicable Laws, the name and contact details of the Grievance Officer are provided in the Terms of Use of the Platform.



ANNEXURE I

LIST OF PROHIBITED PRODUCTS
[eLocals to confirm.]

Prior to listing a Product on the Platform, You shall ensure that such Product is permitted to be listed on the Platform in accordance with all Applicable Laws and the Agreement and if the type of Product is subject to any restrictions to avoid potential issues with Your listing. As a Seller, You are ultimately responsible for making sure that selling a Product is legal under Applicable Law. Further some of the Products may require specific approval from an authority. In such a case, You are required to obtain such approval of such authority and eLocals prior to listing the Product. Violations of this Policy may result in a range of actions, including:
listing cancellation;
limits on account privileges;
account suspension; and
loss of special status.

Rules on Prohibited and Restricted Items
Agreements about listing items are generally guided by the Applicable Law in force. However, many restrictions may involve the sale of dangerous or sensitive items and are not necessarily prohibited by law. The Products listed shall not contain ingredients that are prohibited under the Applicable Laws.

The following Products are prohibited for sale on the Platform. Please note that this list is not exhaustive:
Alcohol or any type of liquor;
Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
Narcotic drugs and psychotropic substances;
Medicines and drugs including illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
Pornographic and obscene or objectionable material;
Counterfeit, replicas and pirated goods and goods infringing any Intellectual Property Rights including pirated recordings or copies of unauthorized copyrighted materials whether in electronic or physical form or any other medium which may not be in existence at present;
Antiquities;
Adult Products, used and refurbished Products;
Indian coins;
Fire arms, knives, military equipment and ammunition;

Police, army, navy and air force related items;
Wildlife products;
Live birds and animals;
Baby gender test kits;
Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
Money orders;
Wholesale currency which includes discounted currencies or currency exchanges;
Real estate;
Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, watomites, or other protected property;
Event tickets;
Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (spam);
Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
Government identity cards, licenses which includes fake identity cards, passports, diplomas and noble titles, drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
Traffic devices which includes radar detectors/ jammers, license plate covers, traffic signal changers, and related products;
Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants, chemical/industrial solvents, government uniforms, car titles or logos, license plates, police badges and law enforcement equipment, lock-picking devices, pesticides; postage meters, recalled items, slot machines; goods regulated by government or other agency specifications;
(aa) Stocks and other securities or related financial products;
(bb) Any kind of services not related to Products unless specifically permitted by eLocals;
(cc) Products prohibited under each Party’s Applicable Law.