This Seller Agreement is executed on __________________________:
TATA UNISTORE LIMITED (“TUL”)
Name of Seller
Registered Office Address
Bombay House, 24 Homi Modi Street,
Mumbai - 400001
Corporate Office Address
"Empire Plaza II”, LBS Marg,
Vikhroli (West), Mumbai – 400 083
Registered Office Address:
A. TATA CLiQ is an online technology platform (Marketplace) accessible
through web (www.tatacliq.com) / mobile application (Tata CLiQ) / tablet
application (Tata CLiQ) owned and operated by TUL. Subject to the presents
here, TUL may allow Sellers to use Marketplace, on “as-is basis” to list
and display their product and other data on www.tatacliq.com.
B. Seller is a Manufacturer or Authorised Seller of Seller Products and is
desirous of listing, displaying and selling the Seller Products facilitated
through Marketplace to such Buyers who visit www.tatacliq.
In consideration of the foregoing and the mutual covenants and agreements
herein contained, and intending to be legally bound, the Parties hereby
agree as follows:
Any reference herein to any clause or Annexure is to such clause or
Annexure to this Agreement unless the context otherwise requires. The
headings are inserted for convenience only and shall not affect the
interpretation of this Agreement. Unless the context requires otherwise,
words importing the singular include the plural and vice versa, and
pronouns importing a gender include each of the masculine, feminine and
neutral genders. References to the knowledge, information, belief or
awareness of any Person shall be deemed to include the knowledge,
information, belief or awareness such Person would have if such Person had
made due, reasonable, careful and proper inquiries. The words “hereof”,
“hereunder” and “hereto” and words of like import, refer to this Agreement
and not to any clause or Annexure hereof. In the computation of periods of
time from a specified date to a later specified date, the word “from” means
“from and including” and the words “to” and “until’ each mean “to and
including”. The word "including" and words of similar import when used in
this Agreement will mean "including, without limitation," unless otherwise
specified. In case of a conflict between the Seller Return and Refund
Policy and TUL Policies the TUL Policies shall prevail. Recitals form an
integral part of this Agreement.
SELLER PRODUCT LISTINGS
2.1. Seller Product Listing
2.1.1. Subject to the terms of this Agreement and in reliance of the
representations and warranties of Seller and on payment of the amount per
Annexure 1, during the term of this Agreement, TUL will allow Seller to
list Seller Products for sale on Marketplace at the Listing Price
determined by Seller.
2.1.2. TUL may implement mechanism to rate and provide feedback regarding
Seller and Seller Products on Marketplace and such information be available
publically on Marketplace.
2.2. Seller Products and Product Information
2.2.1. Seller shall be solely responsible for the Product Information and
related Content while listing Seller Product for sale on Marketplace.
2.2.2. Seller will be solely responsible to ensure that the Seller
Materials, Seller Products and Seller’s offer and sale of the Seller
Products comply with all Applicable Laws including all requirements under
Legal Metrology Act, 2009 and rules issued thereunder.
2.2.3. Seller undertakes that the Seller Materials, Seller Products
(including their packaging) (i) shall not contain any Objectionable Content
or any other Content that is not expressly permitted by TUL; and (ii) are
in compliance with the agreed catalogue and content standards. Seller takes
full responsibility for the contents of the packages that it hands over to
LSPs or delivers to Buyers under this Agreement and agrees that TUL shall
not be responsible or liable in any manner whatsoever for such contents.
2.2.4. Notwithstanding any provision of this Agreement, Seller will not:
(i) provide any information for, or otherwise seek to list for sale on
Marketplace, any Excluded Products; or (ii) provide any URL or links to its
website or any other website or page for use or request that they be used
on Marketplace. TUL is not obliged to accept or upload (i) any information
for, or otherwise seek to list for sale on Marketplace, any Excluded
Products; or (ii) any URL or links to Seller’s website or any other website
or page on Marketplace.
ORDER, SALE AND FULFILLMENT
3.1. Orders of Seller Products
3.1.1. For each Seller Product sold on Marketplace, Seller shall be able to
see the same on Seller Portal. If TUL believes in its sole discretion that
a Seller Transaction represents fraudulent activity, TUL may, but is not
obligated to, prohibit the Seller Transaction. TUL will not be liable to
Seller for any such action that results in or prevents a Buyer from
completing an order or causes a Buyer to cancel an order.
3.1.2. Seller shall retrieve the Order Information using the
functionality enabled for Seller account on Seller Portal of
Marketplace (“Seller Account”) and agrees not to
cancel any Seller Transaction except as may be permitted pursuant to
the terms and conditions of the TUL Policies or Seller Terms at the
time of the applicable order or as may be required under this
3.2. Sale and Fulfilment of Seller Products
3.2.1 Seller agrees and undertakes to comply with the service levels
(Annexure 2) for order fulfilment of this Agreement and acknowledges that
its failure to perform or fulfil any of the service levels or other
provisions of this Agreement shall have a bearing on its ranking on
Marketplace and entitle TUL to charge penalty (ab% of ……..) without
prejudice to any other consequences and rights as may be available to TUL
either in this Agreement or the Applicable Law.
3.2.2 Seller further agrees to pack the Seller Product as per Packing
Specifications and will hand over the packed Seller Product to the
designated LSPs and Seller shall update Seller Portal with relevant
shipping information as suggested by TUL, immediately upon handing over of
Seller Products to LSP using the functionality of Seller Account and TUL
may make such information publicly available on Marketplace.
3.2.3 Seller shall ensure that it will include within each Seller Product
shipment package authenticity certificate or warranty cards or user manual,
permitted promotional offers and invoice(s). Seller shall not include any
of its marketing, promotional materials or any other solicitations or any
communications to Buyers including emails confirming orders without prior
written approval by TUL.
3.2.4 Seller will not substitute any item or product for an order with
another item or product. In the event the order is partly delivered or
there is missing accessories or freebies, Seller agrees to immediately
provide the same to Buyer at Seller’s own cost.
3.2.5 Title of the Seller Product will transfer from Seller to Buyer
immediately the full amount of money to be paid by Buyer has been received
by TUL either online or through Cash on Delivery (COD). TUL will not have
title to, or be deemed to be the owner of, any Seller Products at any time
under the terms of this Agreement.
3.2.6 Seller is solely responsible for the compliance under Legal Metrology
Act, 2009 or other Applicable Laws.
3.2.7 Seller shall use the packaging material provided by TUL for packaging
of shipments of Seller Products as per Packaging Specifications only.
Seller shall at all time keep sufficient stocks of the packaging materials
to meet the obligations arising under this Agreement and in accordance with
TUL Policies and shall ensure that there is no wastage, pilferage or misuse
of the packaging material and no part of the printed matter on the
packaging material is defaced, tampered, modified or obliterated. Seller
shall place orders on TUL for the packaging material required by it and
once accepted, TUL will deliver the packaging material as per its delivery
terms from time to time. TUL reserves the right to charge Seller for the
packaging material at any time during the Term of this Agreement as per the
mutually agreed terms. TUL reserves the right to perform inspections for
monitor usage of packaging material by Seller.
3.2.8 Seller agrees to identify itself to the Buyer as the actual seller of
the Seller Products on all shipping and package documents, (including on
the invoices and labels) as may be required to be set to Buyer under this
3.2.9 Seller undertakes and agrees that it shall not collude with a Buyer
or other Sellers or users of the Marketplace, for drawing benefits from
various promotional offers including but not limited to discount or
cashback through false or fraudulent transaction. If Seller is found
involved in such activity, the Seller acknowledges that TUL reserves its
right to impose penalty on Seller and recover the money amounting to five
times of the benefits so drawn or maximum retail price; whichever is
3.3. Overdue Orders
TUL, without any liability to compensate Seller, shall have the right to
cancel any order if:
a. Seller has failed to handover the packed Seller Product to LSP within
agreed timelines or
b. TUL understands that Seller Product is not shipped for any reason within
the applicable shipping period indicated in the Order Information.
3.4. Quality of Seller Products
Seller agrees not sell a Seller Product unless the Seller Product is fully
fit for its intended use, and is of a style, appearance, quality and
consistency that at least meet the standards as shown on the Product
Information page. TUL reserves the right (but is not obligated) to perform
quality checks before shipment of the Seller Products and approve or
disapprove the Seller Products pursuant to these quality standards and TUL
will have no liability to compensate Seller for any Seller Products
disapproved by it following the aforesaid quality checks. Seller will not
ship Seller Products which are damaged, defective, irregular, Excluded
Products or of disapproved quality standards.
3.5. Omni Channel
3.5.1 Seller agrees to integrate its Designated Stores as an additional
channel for ordering, sale and delivery of the Seller Products to
Buyers and return of Seller Products by Buyers (including purchases
from another Designated Stores), through the medium of Marketplace for
a continuous and borderless customer experience (“ Omni Channel”) under and in accordance with this
Agreement (including Seller Terms and TUL Policies). Seller further
agrees to accept return of Seller Products purchased at a Designated
Store, at any other locations designated by Seller and accepted by TUL.
The list of Designated Stores will be provided by Seller for the
approval and acceptance by TUL.
3.5.2 Seller shall facilitate Omni Channel through its Designated Stores by
allocating and making available space (of size mutually agreed) in each
Designated Store to set up the Omni Channel services, equipment and
infrastructure. Seller agrees at its cost to (i) procure and install such
equipment and infrastructure (including counters, kiosks, panels, tablets,
devices) and broadband and other forms of internet connectivity in the
Designated Stores for Omni Channel services; (ii) integrate the information
technology systems of Seller with TUL information technology systems in
accordance with TUL specifications; and (iii) depute dedicated and trained
personnel at the Designated Store counters for the Omni Channel services
having requisite skill and experience in Omni Channel services. The terms
and conditions of usage of space (including equipment, infrastructure and
other facilities) in the Designated Stores and provisions of Omni Channel
services will be mutually agreed in a separate written agreement or
arrangement between the Parties.
3.5.3 With respect to orders that are designated to Omni Channel of Seller
for shipping and delivery, Seller shall source, sell, fulfil, pack and hand
over at the Designated Store to Buyers or LSPs all Seller Products in
accordance with the terms of the applicable Order Information, Seller
Terms, TUL Policies and this Agreement and any mutually agreed written
terms, conditions and service levels that when executed in accordance with
this Agreement, will form an integral part of this Agreement.
3.5.4 It is agreed that title to and risk of loss of or damage to the
Seller Products that are delivered by Seller to Buyers at the Designated
Stores shall pass on delivery of the Seller Product to Buyer. With respect
to return of Seller Products to the Designated Stores or other specified
and agreed locations (including purchases from another Designated Stores)
title to and risk of loss of or damage to the Seller Products will pass to
Seller when delivered by Buyer to Seller at the Designated Stores or other
specified and agreed locations. TUL does not hold and will not hold title
to, or be deemed to be the owner of, any Seller Products at any time under
the terms of this Agreement.
EXCHANGES, RETURNS AND REFUNDS
4.1 Seller will provide TUL with the Seller Return and Refund Policy and
such Seller Return and Refund Policy shall apply to all Seller Products.
4.2 Exchange of a Seller Product for another, non-delivery or rejections
due to delay in delivery or failure to deliver for any other reason or
cancellation of orders by Buyer for any reason, will constitute a return of
Seller Product. Seller will be responsible for accepting and processing
returns of Seller Products in accordance with this Agreement and the Seller
Return and Refund Policy (displayed as part of Product information).
4.3 TUL will make efforts to ensure that all Seller Products that are
returned by a Buyer are dispatched to Seller within the period agreed
between TUL and LSPs after considering the pick-up location of the Seller
Products that are being returned by the Buyer.
4.4 TUL will determine and calculate the amount of all refunds (including
any Taxes to be refunded) for Seller Products returned in accordance with
this Agreement and will route all such refunds on behalf of Seller to the
Buyer and accordingly debit from the payment to Seller.
4.5 Buyer Disputes: If Seller delays in resolving Buyer’s complaints or
disputes relating to the Seller Products within the period of seven days
(including failure to perform quality checks of the returned Seller
Products), then on the expiry of such period TUL may at its sole discretion
decide and remit the refund to Buyer upon receipt of request from Buyer and
recover the same from Seller. Seller agrees that it will accept TUL’s
decision to remit the refund to Buyer without any contest or dispute. While
arriving at any decision under this clause TUL would use reasonable efforts
and opportunity of being heard will be provided to Seller and the Buyer but
TUL does not take any responsibility to ascertain the truth of such a claim
by Seller or the Buyer.
4.6 Loss in Transit: In case of loss of Seller Product after delivery to
LSP but before the delivery to Buyer, TUL shall make a claim to LSP or the
transit insurance service provider and shall treat Seller as the
beneficiary for the recoveries from LSP or transit insurance service
provider. However, risk of loss or damage to the Seller Products will
remain with Seller if Seller fails to adhere with the Packing
INVOICING BY SELLER
5.1. Seller shall create invoices and shipping labels for Seller
Transactions through the Transaction Processing Service using the
functionality enabled for Seller Account. Seller will invoice the Listing
Price of the Seller Product sold to Buyer as adjusted for any discounts
offered to Buyer. GST/ SGST/ CGST will be charged as per Applicable Law on
the adjusted Listing Price. If TUL at its sole discretion decides to charge
Shipping Charges and COD charges from the Buyer, Seller shall print the
invoice in this regard and send the same with Seller Product to the Buyer.
5.2. All discounts offered during the Term of this Agreement will be borne
by Seller. If TUL offers any additional discounts over the Listing Price,
then in such case TUL shall bear the cost of such additional discount.
However, in any case, whether additional discount is offered by TUL or not,
TUL will be entitled for the TUL Fees as mentioned in Annexure 1 as agreed
in this regard.
5.3. The invoice will be placed and sent with the Seller Product shipment
package prior to handing over Seller Products to the LSP or Buyer in
connection with each Buyer order.
5.4. Seller agrees to use the invoice and label format provided to Seller
through the functionality of the Seller Account and undertakes not to make
any changes or modifications to the invoice or label format at any time
except with the written consent of TUL.
PROBLEMS WITH SELLER PRODUCTS
6.1 Seller agrees and acknowledges that it will be solely responsible for
any sale of Seller Product to Buyer that is not in accordance with the
order of Buyer or TUL Policies. Seller further agrees to resolve all Buyer
service issues arising from, or in connection with such sale or delivery of
Seller Products. If Seller fails to respond to Buyer service issues related
to any Seller Product, or requests received by TUL related to same, TUL may
take necessary steps for the resolution of such issues.
EQUALITY WITH SELLER SALES CHANNELS
Seller will ensure there is equality between the offerings (e.g.
listing price and other terms including but not limited to the
discounts, minimum price, warranties, return and refund policies, after
sales service etc. regarding the sale of the same Seller Product) by
Seller on various Seller Sales Channels and offerings on Marketplace.
8.1 Collection of Payment by Payment Gateway
8.1.1 TUL will collect the payment for Seller Products through one or
more of its designated payment gateways aggregators (“ Payment Gateway”) or on its own. Seller authorises the
Payment Gateway to act as Seller’s agent for the purposes of processing
payments, refunds and adjustments for Seller Transactions, receiving
and holding Sales Proceeds on Seller’s behalf and remitting entire
Sales Proceeds to TUL’s bank account (collectively, the " Transaction Processing Service").
8.1.2 Seller agrees that as a security measure or in compliance with
Applicable Law or any reason thereof, TUL or the Payment Gateway shall have
the right (but not obligation) to impose limits or restriction on
transaction at Marketplace. Neither TUL nor Payment Gateway will be liable
to Seller in case of any transaction failure to meet regulatory requirement
or due to any technology failure or limitations of technology being used.
8.1.3 If TUL or the Payment Gateway reasonably conclude based on
information available to TUL or the Payment Gateway that Seller's actions
or performance may result in Buyer disputes, charge backs or other claims,
then TUL may, in its sole discretion, may delay initiating remittances
related with such dispute and withhold corresponding payments that are
otherwise due to until the completion of investigation regarding any Seller
actions or performance in connection with this Agreement and TUL will not
be liable to Seller for any of its action or Payment Gateway’s action under
8.2 Payment to Seller
8.2.1 TUL will remit to Seller the Sales Proceeds collected by TUL in
respect of Seller Products delivered to Buyers, every fifteen days (or
on the next Business Day if the scheduled payment date falls on a
non-Business Day) for the successful Seller Transaction held during the
preceding fifteen days. Any amount to be paid to Seller by TUL shall be
paid after deducting TUL Fees and other amounts covered under clause
9.2, reversals on account of return of Seller Product, refund to the
Buyer, Sales Proceeds previously remitted to Seller for the Settlement
Period and any other amounts due to TUL.
All payments to seller will be subject to the deduction of tax at source
under Applicable Law. For avoidance of doubt it is clarified that TUL will
not be obligated to pay to Seller any amount pertaining to Seller Products
that have been initiated for return by Buyer.
8.2.2 All balances for a given period will be reflected in the Seller’s
ledger account through the functionality of the Seller Account or in the
periodic statement of accounts provided by TUL to Seller.
8.2.3 TUL will initiate a transfer to Seller's Bank Account on each Payment
Date for the total amount of Sales Proceeds payable to Seller, less any TUL
Fees or Other Costs due to TUL (including any refunds, adjustments, or
other amounts paid to Buyers in connection with the Seller Transactions, or
for funds Seller otherwise received since the last Payment Date). The
amount of the TUL Fees will be posted to Seller's ledger account and will
be deducted from the balance of credits in the Seller's ledger account as
the amount to be remitted to Seller on the next Payment Date.
8.2.4 TUL reserves the right to withhold the Sales Proceeds or any portion
of the Sales Proceeds in a reserve account pertaining to the disputes with
Buyers or third parties arising out of any default or defect in services of
Seller or the Seller Product.
CHARGES AND COSTS
9.1 TUL Fees
With respect to each Seller Transaction, Seller will pay TUL the fees at
the applicable percentage, more specifically covered under Annexure 1, plus
GST. Prior to each Payment Date, TUL will raise an invoice towards the TUL
Fees (plus GST as per the prevailing rates) due to TUL for the relevant
9.2 Return/ Refund due to the fault of Seller
In case of returns/ refunds occasioned due to any reason attributable to
the Seller, TUL shall be entitled to deduct the logistics cost and payment
gateway charges, on actuals, incurred by TUL on such returns/ refunds from
the payment to seller.
10.1 Storefront development and personalisation
10.1.1 At the request of Seller, TUL may set up a dedicated online
Storefront for Seller within Marketplace on such terms and conditions as
may be agreed between the Parties.
10.1.2 Seller agrees to mention the Seller Storefront URL on Marketplace in
all its press and media advertisements as an authorised Storefront. Seller
agrees to provide without charge branding space to TUL as per
specifications of TUL in all its stores in every location in India and will
make best endeavours and facilitate initiatives to register customers of
such stores on Marketplace. Seller recognizes and confirms that TUL has the
exclusive right to supervise, allow and reject the contents of the
Storefront and Marketplace. TUL shall not be liable for Contents uploaded
or displayed on the Storefront or Marketplace by or on behalf of Seller
pertaining to Seller’s Products and all consequent liability will be borne
by the Seller only.
10.2 Seller takes full responsibility for any Content that is uploaded on
its Storefront or used in relation to the Seller Products or their listing
on Marketplace and agrees that TUL shall not be responsible or liable for
the Content and any issues arising from such Content whether provided by
Seller or procured from the TUL reference catalogue.
TATA CODE OF CONDUCT
TUL has furnished a copy of the Tata Code of Conduct to Seller. “Seller
acknowledges to have received, read, understood Tata Code of Conduct and
agrees to comply with Tata Code of Conduct in letter and spirit.”
PROPRIETARY RIGHTS AND LICENSES
Reservation of Rights
12.1.1 Both Parties agree that the brands/logos, trademarks, etc.,
belonging to each Party are the exclusive property of the respective Party
and cannot in any circumstances be used, or copied, or altered in any
manner which is identical/ similar the brands/logos/trademarks of the other
Party without being specifically authorized in writing by that other Party.
12.1.2 Seller acknowledges that, TUL possesses and reserves all right,
title and interest in and to the Intellectual Property Rights in the
trademarks and any other intellectual property, know-how developed or
provided by TUL or its Service Providers during performance of the services
under this Agreement (collectively, “TUL IPR”) and except
as may expressly be set forth in this Agreement, no title to or ownership
of any of TUL IPR is transferred or licensed to Seller or any other Person
pursuant to this Agreement.
Content and Trademark License
12.2.1 Seller hereby grants to TUL and TUL's Affiliates a royalty-free,
non-exclusive, worldwide, irrevocable right and license to use, reproduce,
perform, display on Marketplace and on TUL Connected Properties (e.g.
Facebook account of TUL or twitter handle of TUL etc.), and in advertising
and other marketing communications promoting Marketplace that consist of
text or a logo or other derivative work) provided or made available by
Seller or is Affiliates to TUL or its Affiliates or TUL Connected
Properties or Service Providers.
12.2.2 Notwithstanding the foregoing, nothing in this Agreement will be
construed as restricting TUL from using any Seller trademarks in a manner
permitted under Applicable Law without a license from Seller (such as fair
use or referential use, or valid license from a third party). All goodwill
arising out of use of Seller trademarks by TUL will inure solely to the
benefit of Seller and its Affiliates.
Usage of TUL Intellectual Property
12.3.1 Any TUL IPR expressly provided or made available to Seller or its
Affiliates may be used by Seller solely for the express purposes described
in this Agreement during the Term of this Agreement. For the avoidance of
doubt, Seller will not:
(i) copy, reproduce, modify, adapt, translate, reverse engineer, make
alterations, decompile, disassemble, or make derivative works or
improvements based on any TUL IPR or use, rent, loan, sublicense, lease,
distribute, or attempt to grant other rights to TUL IPR; or
(ii) use any TUL IPR to act as a consultant, service bureau or application
service provider, or to permit remote access to any TUL IPR; or
12.3.2 Except as may be expressly authorised by this Agreement, Seller will
not and will cause its Affiliates not to, without the prior written
approval of TUL, engage in, conduct, authorise, assist or encourage any
marketing or promotional activities (whether by Seller, its Affiliates or
any Third Party or whether online (including through links, private or
public forums or URL redirection) or offline related to or referencing
Marketplace or any TUL IPR or any trademarks of TUL or any of its
PROMOTION AND MARKETING
13.1 TUL may undertake merchandising, promotion and digital marketing of
Marketplace and Seller’s Storefront including Seller Products as solely
determined by TUL including via the TUL Connected Properties or any other
functions, features, advertising, or programs on or in connection with
Marketplace. Seller acknowledges that TUL will have complete rights of
approval and ownership over the creative content, themes, sales literature,
copy and layout of all advertising and promotional materials and programs,
trade materials, business cards, invoices, stationery and other printed
matter relating to such merchandising, promotion and marketing activities.
Depending on mutual agreement between the Parties, TUL reserves the right
to charge a fee from Seller for its promotion and marketing of the
Storefront and Seller Products.
15.1 Seller will, at its own expense, obtain all permits and licenses
required to operate its business in accordance with Applicable Law, and
will pay and discharge all applicable taxes levies and assessments
which may be due for selling or offering of the Seller Products for
sale on Marketplace. It is Seller's responsibility to determine the
States in which it has an obligation to collect and remit any kind of
taxes including GST/CST/LST/VAT/service taxes and other levies by
Governmental Authority (“Taxes”). TUL will remit the
Taxes collected from Buyer directly to Seller and Seller will be solely
responsible for remitting the Tax to the applicable Governmental
Authority. If a Governmental Authority requires TUL to pay any of
Seller's Taxes, Seller will promptly reimburse TUL for the amounts,
fines and penalties paid and agrees to defend, indemnify and hold TUL
harmless from and against all liabilities incurred or suffered by or
assessed against TUL because of Seller’s failure to remit or pay timely
such Taxes to the appropriate Governmental Authority.
The provisions of Tax Deduction at Source (Section 51 of the CGST / SGST
Act 2017) and Tax Collection at Source (Section 52 of the CGST/SGST Act,
2017) will become applicable from a date promulgated by the Government
Authority and accordingly TUL will be entitled for Tax Deduction at Source
or Tax Collection at Source from the payment to Seller.
15.2 Seller acknowledges and agrees that while Service Providers may take
the Tax related data (Tax Data) from the Seller Portal, Seller acknowledges
and agrees that TUL and its Service Providers do not provide Tax advice,
and that Seller is solely responsible for determining the applicability and
accuracy of any Tax Data. As a condition of receiving the Tax data, Seller
agrees to fully and forever waive any liabilities against TUL and the
Service Provider arising from Seller's use of and reliance on such Tax Data
and further agrees to defend, indemnify and hold TUL and its Service
Provider harmless from liabilities arising from such use or reliance.
15.3 Seller will bear and pay or reimburse TUL any octroi and other entry
tax levied or paid on deliveries to locations of Buyers that are within
octroi zones or to other locations subject to entry tax. Prior to a Payment
Date, TUL will raise an invoice on Seller for any such payments of octroi
and other entry tax made or borne by TUL and due to it for the Settlement
Period of that Payment Date.
REPRESENTATIONS, WARRANTIES AND COVENANTS
Seller represents and warrants to TUL that:
(i) it is duly organised and validly existing under the Applicable Laws and
is duly registered and authorised to do the business and has all requisite
government and regulatory approvals, corporate powers and authority to own
and operate its business and to enter into this Agreement and while
entering into this Agreement shall not violate or conflict with any
agreement, contract, arrangement and understanding or any instrument, to
which it is a party or by which it is bound.
(ii) it has the requisite power, licenses, consents, permission, approvals
and authorities to execute, perform and deliver this Agreement.
(iii) there is no action, suit, proceeding, claim, arbitration, inquiry or
investigation pending against Seller, its activities, properties or assets
or for its winding up which may materially affect its financial condition.
It is not a party to or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or Governmental Authority or
instrumentality which affects the business or interests of Seller.
(iv) Seller Products used in, offered and sold on Marketplace legally
procured or manufactured and is not disabled in any manner and is allowed
to sell Seller Product on Marketplace.
(v) the Seller trademarks and all the rights title and interest are the
sole property of the Seller or its licensors and the Seller trademarks do
not infringe or pass off the trademarks or logos or service marks or other
Intellectual Property Rights of any Third Party and there is no claim,
action or proceeding pending before any Governmental Authority that
prevents or prohibits Seller from using or exploiting the Seller trademarks
under this Agreement.
(vi) Seller Product listings, Seller Material and all information provided
to TUL is and will be accurate, complete, current, and does and is and will
not be misleading or deceptive in any manner.
(vii) The publication, reproduction, display, modification, distribution or
transmission of Seller Material or Seller Product listing does and will not
(a) infringe, misuse, dilute, misappropriate, or otherwise violate any
Intellectual Property Rights of Third Parties, (b) constitute an invasion
of a party's rights of privacy or publicity; or (c) reflect unfavourably on
TUL, Marketplace, TUL Affiliates or other sellers on Marketplace.
(viii) All Seller Products sold pursuant to this Agreement are and will not
be subject to any health, safety, defect or product quality recall or
prohibitive order of any Governmental Authority or otherwise not disallowed
to be sold through online sales.
(ix) All information or data uploaded or transmitted by Seller on
Marketplace, or any TUL Connected Properties, application, or system, or to
a Buyer or user shall be free from any virus, worm, defect, Trojan horse,
software bomb or other feature designed to damage or degrade in any manner
the performance of Marketplace or any TUL Connected Properties,
application, or system.
(x) Seller will not use Marketplace, Seller Account or Storefront to
violate the security of, or gain unauthorised access to, any computer or
computer network or other device or system (including unauthorised attempts
to discover passwords or security encryption codes to use any robot,
spider, site search or retrieval application, or other device to retrieve
or index any portion of Marketplace, collect any information about other
users (including usernames or email addresses); or to reformat or frame any
portion of Marketplace), or use Marketplace, Seller Account, Storefront or
any other Seller Material, intentionally or unintentionally, to violate any
(xi) Seller shall conform with and adhere to the terms and conditions of
(xii) Seller will comply with all Applicable Laws in its performance of
this Agreement in connection with the offering and sale of all Seller
Products and services offered or sold on Marketplace and the shipment or
delivery of Seller Products to Buyers.
(xiii) Seller Products shall be sold only in their original packages.
Seller shall not, either directly or indirectly, relabel, repackage, mark,
or assist any other entity to relabel, repackage, or mark the Seller
Products except as may be specifically approved by TUL or provided in this
(xiv) Seller agrees to provide after sale support services to Buyers in
respect of the Seller Products sold on Marketplace in accordance with
Seller Terms and TUL Policies.
(xv) Seller agrees and accepts that it shall be fully responsible for
providing complete documentation for clearing Seller Products at any
check-posts by the LSP.
(xvi) Seller shall not disparage Marketplace, TUL, its Affiliates, their
respective shareholders, officers, employees and representatives or any of
their respective products or services.
(xvii) Seller warrants that will not host, display, upload, modify,
publish, transmit, update or share any information that is Objectionable
17.1 Seller acknowledges that TUL’s role under this Agreement is limited to
managing the Marketplace for the display of the Seller Products and other
incidental services to facilitate online transactions between Seller and
the Buyers and hence TUL is merely an intermediary under the terms of
Information and Technology Act, 2000 and rules thereunder. The transaction
for sale of any of the Products is a bipartite contract between Seller and
the Buyer and TUL neither will have any obligations or liabilities in
respect of such contract nor shall TUL hold any rights, title or interest
in the Seller Products. TUL will also not be responsible for any
unsatisfactory performance or any actions or inactions or omissions by the
Seller including delays, defects or wrong information.
17.2 TUL may not check or monitor the listings, data and Contents displayed
appearing, published and transmitted on Marketplace and that TUL or
Marketplace does not own, stock, sell, distribute or in any manner come
into possession of or verifies any items or products listed or put up for
sale on Marketplace. Marketplace is a technology platform which facilitates
transactions among various users of the Marketplace in the Territory TUL is
not originator of or for any Third Party or user Content on Marketplace.
Seller (“Indemnifying Party”) will defend, indemnify and
hold harmless TUL, TUL Connected Properties and their Affiliates and their
respective employees, directors and representatives (“ Indemnified Party”) from and against any and all claims,
costs, losses, damages, judgments, penalties, interest and expenses
(including reasonable attorney’s fees) arising out of or in connection with
(i) a breach of any of the representations, warranties, covenants or
undertakings of the Indemnifying Party (ii) any claims relating to or based
on: (a) any actual or alleged breach of any term of this Agreement or TUL
Policies by the Indemnifying Party; (b) the Seller Sales Channels, Seller
Products (including the offer, sale, fulfilment, refund, or return
thereof), Seller Materials, any actual or alleged infringement of any
Intellectual Property Rights by any of the foregoing or its submissions,
posting of materials or deletion thereof, and any personal injury, death,
damage to property related thereto; (c) Seller’s use of TUL service under
19.1 Except as expressly provided in this Agreement, TUL does not make,
and hereby waives and disclaims, any representations or warranties
regarding this Agreement or the transactions contemplated hereby,
including any implied warranties of merchantability, fitness for a
particular purpose or non-infringement or implied warranties arising
out of course of dealing, course of performance or usage or trade and
without limiting the generality of the foregoing with regard to: (i)
the operations of Marketplace and Content, information, products or
services included on or otherwise made available on Marketplace, (ii)
the quantum of sale that may occur during the Term, and (iii) any
economic or other benefit that Seller might obtain through access to
the Marketplace or performance under this Agreement.
19.2 TUL reserves the right to change, upgrade, modify, limit or
suspend Marketplace services or any of its related functionalities or
applications at any time temporarily or permanently without prior
notice. TUL further reserves the right to introduce new features,
functionalities or applications to the services or to future versions
of the Marketplace services. All new features, functionalities,
applications, modifications, upgrades and alterations shall be governed
by this Agreement, unless otherwise expressly stated by TUL.
19.3 Seller expressly acknowledges and agree that TUL shall have the full
power, authority and discretion (but not the obligation) to make a
determination on any dispute between Buyer and Seller, if Seller fails to
settle dispute within such time period as mentioned under clause 4.5,
including the remittance of the funds under a Seller Transaction that are
held by Payment Gateway in accordance with this Agreement and TUL, its
Affiliates and Payment Gateway will not be liable in any manner whatsoever.
Seller acknowledges that this Agreement and the relevant TUL Policies may
not cover all issues that may arise in connection with a Seller
Transaction. Seller agrees and accepts that TUL shall have the right to
modify or supplement the TUL Policies at any time without notice. Seller
further agrees and accepts that TUL shall have the right to make
determinations wherever TUL considers appropriate having regard to the
evidence received by TUL and interests of both Buyer and Seller regardless
whether the issue in question has been expressly addressed in the TUL
Policies or this Agreement.
19.4 In case of any dispute in connection with any Seller Transaction, the
books and records of TUL shall take precedence and be conclusive.
19.5 TUL will endeavour to procure delivery of Seller Products by LSPs in
accordance with the Order Information. TUL shall not be held liable for the
failures attributable to LSP.
19.6 The prices, Shipping Charges, payment details, date, period and mode
of delivery, warranties related to Seller Products and after sales
services, if any, shall depend upon and be the responsibility of the Seller
and TUL shall not be liable in any manner whatsoever. Seller acknowledges
and agrees to accurately and fairly represent its offers and TUL does not
warrant, guarantee, support or verifying the veracity or accuracy of any
information Seller displays on Marketplace.
19.7 TUL may arrange for customer service centre to provide assistance to
Buyers in purchase, payment related queries, or any enquiries as may be
requested by Buyers. Seller shall provide all information and assistance as
may be requested by TUL or its customer service centre to assist Seller in
resolving any queries, enquiries or grievances of Buyer. The customer
service centre shall be responsible only to provide contact information of
the Manufacturer or Authorised Seller for any queries, enquiries or
grievances relating to the Seller Products and after sale services and
Seller is solely responsible for resolving any queries, enquiries or
grievances. TUL disclaims any liability arising due to delay in providing
information to Buyers, or failure in resolution of queries, grievances and
disputes of Buyers to their satisfaction.
19.8 Seller acknowledges and accepts that since TUL is not a party to any
Seller Transactions between Seller and Buyer or other participants and
Seller releases and discharges TUL from any claims, disputes, demands,
liabilities and damages, of any nature (whether direct, indirect, actual or
consequential), arising out of or in relation to or in connection with the
19.9 Seller, for itself and its successors, Affiliates, subsidiaries,
officers, employees, shareholders, assignees or other Person or entity
claiming through, by or for Seller, release and discharges forever TUL and
all of its predecessors, successors, TUL Affiliates, its partners,
subsidiaries, directors, officers, employees, shareholders, agents,
representatives, attorneys, assignees, whether past or present, and acting
or claiming through, by or for TUL, from any and all claims, disputes,
demands, liabilities, damages, losses, debts, obligations, legal or
judicial proceedings (including suits), causes of action or any rights of
any kind or nature, whether accrued or unaccrued, arising or resulting from
or related to the shipment or delivery of Seller Products to Buyers
including tax registration or collection obligations.
Except to the extent arising out of any breach of clause 11 neither Party
will be liable (whether in contract, warranty, tort, (including negligence
or product liability) or otherwise) to the other Party or any other person
for cost of cover, recovery or recoupment of any investment made by either
Party or its Affiliates in connection with the Agreement, or for any loss
of profit, revenue, business, or data or punitive or indirect or
consequential damages arising out of or relating to this Agreement, even if
such Party has been advised of the possibility of such costs or damages.
TUL being Intermediary within the ambits of Information Technology Act,
2000, TUL’s total liability whether arising out of any breach of contract,
warranty, tort or otherwise under or in connection with this Agreement or
the transactions contemplated hereby shall not exceed the aggregate sum of
TUL Fee received by TUL from the relevant sale transaction which is the
subject matter of the claim.
TUL shall have the right to assign or transfer any of its rights or
delegate any of its obligations under this Agreement in whole or in part to
any Person without the consent of Seller; provided, however, with respect
to any assignment resulting in the subsequent performance by the assignee
of the obligations of TUL the assignee shall expressly assume and agree to
perform such obligations of TUL in writing; and from and after the date of
any such assignment, TUL shall have no further obligation or liability to
Seller or any other Person or any Third Party under this Agreement. Seller
shall not be voluntarily, involuntarily, directly or indirectly
sub-contract or otherwise assign this Agreement to a third party without
prior written acknowledgement of TUL. Any assignment as aforesaid shall not
affect any rights that have already accrued to TUL prior to the assignment.
22.1 The Parties agree and undertake that during the Term of this
Agreement and thereafter, the Parties shall keep this Agreement and all
data confidential, and information disclosed and divulged by one Party
to another Party or which comes to its knowledge whether in print,
digitalised, any other electronic form, oral or software format,
whether or not marked “Confidential” (“ Confidential Information”) strictly confidential.
Confidential Information will include without limitation Buyer lists,
new product information, price information, launch date, projections,
plans, forecasts, financial, business and sourcing information,
analytics, designs, specifications, software, techniques, technology,
passwords and other non-public information obtained in the course of
22.2 All Confidential Information relating to Marketplace and services
shall be obtained and retained by Seller in confidence and trust and except
as expressly provided by this Agreement, shall not be used, duplicated,
copied or disclosed by Seller in any form for the use or benefit of any
Person, nor reproduced, transcribed, imitated or simulated in whole or in
part. Seller may disclose relevant aspects of the Confidential Information
to its employees, representatives or agents on a need to know basis who
have been advised of and are bound by the confidentiality provisions of
22.3 Seller shall notify TUL immediately if Seller learns of any
misappropriation or misuse of Confidential Information by anyone in any
manner not expressly authorised under this Agreement and shall co-operate
with any efforts by TUL to prevent any misappropriation or misuse of
22.4 If TUL makes available any passwords or password-protected areas of
Marketplace or other service (including in connection with the use of any
Seller Account or management tools), Seller is solely responsible for
maintaining the security and confidentiality of such passwords and
password-protected areas. Seller will use the password of Seller Account on
Marketplace only to access Marketplace, use the services and management
tools, electronically transact, and review Seller’s completed Seller
Transactions. Seller shall not disclose its password to any Third Party
(other than third parties authorised by Seller to use the Seller Account).
If Seller becomes aware that any such password or password-protected area
has been compromised, it will immediately notify TUL of the same via a
telephone number or other contact method designated by TUL for such purpose
followed by notice in writing, and will change the applicable passwords. If
Seller’s password is compromised, Seller shall be fully responsible for any
loss or damage or liability arising from the compromise or misuse of Seller
Account or other password protected areas.
TERM AND TERMINATION
23.1 Term: This Agreement shall take effect on . . and remains valid for an
initial term of three (3) years (Initial Term). The Initial Term shall be
renewed automatically for successive one year period(s) (Renewal Term)
after the Initial Term.
23.2 This Agreement may be terminated by TUL, with immediate effect, if:
a) Seller is in breach of any of its obligations, representations or
warranties, or any other material terms as contained in this Agreement
and/or any of the TUL Policies; and
b) a petition for relief under any bankruptcy or insolvency is filed by or
against Seller or Seller makes an assignment for the benefit of the
creditors, or a receiver or an administrative receiver or administrator is
23.3 Seller acknowledges that in case of non-compliance with the provisions
of this Agreement, TUL has the right to immediately terminate the access of
Marketplace and Seller.
23.4 Notwithstanding anything contained under this Agreement, any Party may
terminate this Agreement for convenience upon 60 (sixty) days written
notice to other Party. It is agreed that such provisions and obligations
which, by their very nature, survive the termination of this Agreement,
shall continue to be binding on the Parties.
23.5 On termination of this Agreement:
a) TUL will, with immediate effect, block Seller’s access to the
Marketplace and Seller Portal and consequently, Seller shall not be able to
offer any Products to the Buyers thereafter and shall not have the right to
re-register himself /itself as a Seller on the Marketplace at any time
after such termination, unless TUL, in its discretion, permits such
b) Seller shall return to TUL all the confidential information of TUL and
all other properties and materials belonging to TUL. Where the confidential
information cannot be returned in material form, Seller shall destroy all
of TUL’s confidential information and shall provide TUL with a certificate
of destruction with respect to the same.
23.6 On the termination of the Agreement, Seller will be entitled to only
the undisputed Seller Proceeds which have become due to Seller on account
of any purchase of the Products, made through the Marketplace, prior to the
date of termination of this Agreement. TUL shall be entitled to adjust any
monies, due from Seller to TUL till the date of termination, from the
Seller Proceeds payable to Seller on termination.
23.7 Without prejudice to the foregoing, the termination of this Agreement
pursuant to any of the provisions contained herein above shall not limit or
otherwise affect any other remedy (including a claim for damages), which
either Party may have, arising out of the event which gave rise to the
right of termination.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the
Indian laws. The competent courts in Mumbai shall have exclusive
jurisdiction in all matters or disputes arising out of this Agreement.
(i) Entire Agreement:
This Agreement sets forth the entire understanding of the Parties and
supersedes all prior or simultaneous representations, letters, proposals,
MoU, LoI and understandings between the Parties hereto, with respect to the
subject matter hereof. Each Party acknowledges that it has not relied on or
been induced to enter into this Agreement by, and to the extent permitted
by applicable law, a Party is not liable to another Party in contract or
tort or in any other way for, a representation or warranty that is not set
out in this Agreement. (ii) Amendment: This Agreement may
be amended only by a written instrument signed by a duly authorized
representative of each of the Parties. (iii) Severability:
If any provision of this Agreement be held invalid or unenforceable by a
competent court, such provision shall be modified to the extent necessary
to make it valid and enforceable whilst preserving the intent of the
Parties and all other provisions of this Agreement shall remain fully valid
and enforceable unless otherwise agreed between the Parties. (iv) Waiver: No provision of this Agreement nor any breach
thereof will be considered waived by either Party, unless such waiver is in
writing signed on behalf of that Party and no such waiver will constitute a
waiver of, or excuse for any other or subsequent breach of this Agreement.
Any agreement on the part of any Party to any such waiver shall be valid
only if set forth in a duly executed written instrument. (v) Survival: Certain provisions of this
Agreement which by their very nature ought to survive, shall so survive the
termination of this Agreement. (vi) Non-Exclusivity: Except as expressly provided otherwise in
this Agreement, each Party acknowledges that the rights and obligations of
the Parties hereunder are non-exclusive and that each Party may engage in
transactions with Third Parties. (vii) Principal-to-Principal basis: It is hereby agreed
that this Agreement is on principal-to-principal basis and neither Party
shall act as an agent of the other Party or in any way make any
representations or give any warranties to any Third Party which may require
the other Party to undertake or be liable, whether directly or indirectly,
for any obligation or responsibility to any Third Party or enters contracts
on behalf of the other Party. This Agreement is being executed in 2 (two)
counterparts, each of which shall be deemed an original and all of such
counterparts taken together are deemed to constitute one and the same
Agreement. (viii) Notices: Any notice or other
communication under this Agreement given by either Party to the other Party
to be served by email or post to the addresses as stated above. (ix) Right of Set-off: TUL and Seller acknowledge
and agree that TUL has the right to set-off any payments owed to Seller by
the amount of any amount receivable by TUL. TUL may obtain reimbursement of
any amounts owed by Seller to TUL by deducting from future payments owed to
Seller or seeking such reimbursement from Seller by any other lawful means.
Seller hereby authorises TUL to use any or all the foregoing methods to
seek reimbursement. (x) No Presumption Against Drafting Party: Each of the
Parties acknowledges that any rule of law or any legal decision that would
require interpretation of any claimed ambiguities in this Agreement against
the drafting Party has no application and is expressly waived. (xi) Force Majeure: Neither Party shall be liable for any
failure or delay in the performance of its obligations under this Agreement
to the extent such failure or delay is caused by any reason beyond its
reasonable control, such as fire, flood, earthquake, elements of nature or
acts of God, acts of state, strikes, acts of war, terrorism, riots, civil
disorders, rebellions or revolutions, quarantines, embargoes and other
similar governmental actions, computer hacking, unauthorised access to
computer data and storage device, system failure, virus, attacks, bugs,
computer crashes, breach of security and encryption or any other cause
which is beyond the control of affected Party (a " Force Majeure Event"). The affected Party will immediately
notify the other by reasonable detail of the Force Majeure Event. If a
Force Majeure Event continues for more than 30 days, either Party may, by a
written notice to the other Party, terminate this Agreement, without
liability. (xiii) Press Releases and other Communications:
Without the prior written consent from TUL, Seller will not issue any press
releases (which includes electronic or print media), or otherwise make any
public statements or communications regarding this Agreement and its terms.
Whenever used in this Agreement with initial letters capitalised, the
following terms will have the following specified meaning;
(a) “Affiliate” shall mean any Person or entity that,
directly or indirectly Controls, is Controlled by, or is under common
Control with, a Party whereas “Controlled by” or “ Controls” has the meaning as defined under section 2(27)
of the Companies Act, 2013.
(b) “Agreement” shall mean this Agreement and any
modifications or variations thereto in accordance with the terms hereof.
(c) “Applicable Law” shall mean all applicable laws,
statutes, ordinances, rules, regulations, guidelines, policies and other
pronouncements including amendments thereof having the force of law by
Central, State, municipality, court, tribunal, Governmental Authority,
ministry, department, commission or any judicial forum.
(d) “Authorised Seller” means a Person designated by the
Manufacturer or authorised distributor and authorised to sell or distribute
the Seller Products in the Territory (including through online sales) to
consumers under a valid written contract with the Manufacturer.
(e) “Business Day” means any day that is not a Saturday, a
Sunday or other day on which banks are required or authorised by Applicable
Law of India to be closed in Mumbai, India.
(f) “Buyer” shall mean any individual, group of
individuals, firm, company or any other entity placing an order to purchase
the Seller Products on Marketplace for their own use.
(g) “Confidential Information” has the meaning set forth
in clause 21 of this Agreement.
(h) “Content” means images, videos, text, designs, themes,
styles, fonts, colours, concepts, drawings, sketches, illustrations,
charts, plans, tables, layouts, diagrams, specifications, images,
photographs, audios, artwork and other works in physical, electronic or
(i) “Designated Stores” means stores owned or operated by
Seller or its resellers or franchisees and designated by Seller for Omni
Channel and accepted by TUL.
(j) “Excluded Products” means: (i) alcoholic beverages;
(ii) cigars, cigarettes, or other tobacco products; (iii) guns intended to
provide lethal force (and related gun parts, kits and ammunition), mace,
black powder and other explosives; (iv) any drug, vitamin, herbal product
or similar substance which requires a doctor’s or other health care
provider’s prescription as a prerequisite for purchase; (v) any product
that contains ingredients regulated under Applicable Law; (vi) ‘sex and
sensuality’ products; adult goods and services pornography and other
sexually suggestive materials (including literature, imagery and other
media) (vii) loose gemstone products; (viii) any jewellery (including
watch) product for which Seller either is not an “authorised reseller” (as
designated by the product’s Manufacturer or distributor), or does not
provide to customers the Manufacturer’s standard warranty therefore; (ix)
any electronic product for which Seller either is not an “authorised
reseller” (as designated by the product’s Manufacturer or Authorised
Seller), or does not provide to customers the Manufacturer’s standard
warranty for the product (x) Copyright unlocking devices mod chips or other
devices designed to circumvent copyright protection, copyrighted media
unauthorised copies of books, music, movies, and other licensed or
protected materials, copyrighted software unauthorised copies of software,
video games and other licensed or protected materials, including original
equipment Manufacturer or bundled software (xi) counterfeit, fake,
refurbished, grey market and unauthorised goods (xii) cable descramblers
and black boxes devices intended to obtain cable and satellite signals for
free (xiii) replicas or imitations of designer goods; items without a
celebrity endorsement that would normally require such an association; fake
autographs, counterfeit stamps, and other potentially unauthorised goods
(xiv) hacking and cracking materials manuals, how-to guides, information,
or equipment enabling illegal access to software, servers, websites, or
other protected property illegal goods materials, products, or information
promoting illegal goods or enabling illegal acts (xv) weapons firearms,
ammunition, knives, brass knuckles, gun parts, and other armaments (xvi)
any product or service, which is prohibited by Applicable Law or not in
compliance with Applicable Laws (xvii) any other types of products that in
TUL’s discretion are not supported for sale on Marketplace pursuant to this
Agreement; provided that an Excluded Product will cease to be an Excluded
Product at such time as TUL informs Seller thereof.
(k) "Governmental Authority" means any government,
regulatory authority, governmental department, agency, commission, board,
tribunal or court or other law, rule or regulation-making entity having or
purporting to have jurisdiction on behalf of India or any state or any
municipality, district or other subdivision thereof and etc., including any
office or body exercising any powers of discharging any functions under
constitution, statutory or delegated legislation or under delegated
executive powers in any relevant jurisdiction.
(l) “Intellectual Property Right” means any patent,
copyright, moral right, trademark, service marks, logos, commercial names,
logo identity, logo guidelines, domain names, patents, designs, business
processes, semiconductor topography rights or industrial property, know
how, software, programs, process, source code, concept, idea, systems,
process flow, inventions, formulae, confidential or secret processes, trade
secrets, any other protected rights or assets and any other intellectual
property right arising under any Applicable Laws and all ancillary and
related right, including all rights of registration and renewal and causes
for action for violation, misappropriation or infringement of any of the
(m) “Listing Price” means the total amount payable or paid
for a Seller Product after the Seller discounts but excluding any amount
charged by Marketplace.
(n) “LSP” means logistics service providers or Indian
postal department or representatives assigned by TUL or the Seller, as the
case may be.
(o) “Manufacturer” means the Person who manufactures the
Seller Products using the proprietary know how, processes and Intellectual
Property Rights it owns.
(p) “Marketplace” means that website or mobile site or a
mobile application, the home page of which is identified by the URL
www.tatacliq.com, and any successor or replacement website. For the
avoidance of doubt, “Marketplace” does not include any other websites or
mobile sites maintained by or for TUL or its Affiliates, or any websites or
mobile sites that may be linked to or from Marketplace.
(q) “Objectionable Content” means information or content
that (a) belongs to another person and to which the user does not have any
right to; (b) 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; (c) harm minors in any way; (d) infringes any
patent, trademark, copyright or other proprietary rights; (e) violates any
law for the time being in force; (f) deceives or misleads the addressee
about the origin of such messages or communicates any information which is
grossly offensive or menacing in nature; (g) impersonate another person;
(h) contains software viruses or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer
resource; (i) 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.
(r) “Order Information” means, with respect to any Seller
Product sold on Marketplace, the following information: the name of the
customer, customer email addresses, the name of the recipient, the shipping
address, the quantity to be shipped, and any special comments included by
TUL in its discretion.
(s) “Packing Specifications” means the guidelines,
specifications and updates or modifications to the guidelines and
specifications for use of packaging material of TUL and packing of products
for shipping to Buyer specified by TUL from time to time.
(t) “Party” means each contracting party is referred as
Party and collectively as Parties and includes their
respective successors and permitted assigns.
(u) “Payment Date” means the due date for making payment
to Seller as per clause 8.3.1.
(v) “Payment Gateway” has the meaning set forth in clause
8.1.1 of this Agreement.
(w) “Person” shall mean any individual, partnership,
corporation, Governmental Authority, trust, trustee, unincorporated
organisation and the heirs, executors, administrators or other legal
representatives of any individual.
(x) “Product Information” means, with respect to each
Seller Product, the following (including to the extent expressly required
under TUL Policies): (i) description; (ii) Stock Keeping Unit (SKU) and
other identifying information as TUL may reasonably request; (iii)
information regarding in-stock status and availability, shipping
limitations or requirements, and Shipment Information (in each case, in
accordance with any categorisations prescribed by TUL from time to time);
(iv) categorisation within each TUL product category and browse structure
are prescribed by TUL from time to time; (v) digitised image that
accurately depicts only the Seller Product and does not include any
additional logos, text or other markings; (vi) Listing Price; (viii) any
text, disclaimers, warning, notices, labels, or other Content required by
Applicable Law to be displayed in connection with the offer, merchandising,
advertising or sale of the Seller Product; (ix) brand; (x) model; (xi)
product dimension; (xii) weight; (xiii) a delimited list of technical
specifications; (xiv) SKU and UPC numbers (and other identifying
information as TUL may reasonably request) for accessories related to the
Seller Product that are available with the Seller Product; and (xv) any
other information requested by TUL or required by Applicable Law.
(y) “Sales Proceeds” means amount collected by TUL or its
LSPs against Seller Transaction (excluding all Shipping Charges), including
any Taxes separately stated and charged.
(z) “Seller Portal” means the interface for the Seller on
Marketplace and Seller Account” has the meaning set forth
in clause 3.1.2 of this Agreement.
(aa) “Seller Content” means all Content, Seller Product
descriptions, and Seller Product -related data uploaded or provided by
Seller for display on the Storefront (including customisation of
Storefront) or Marketplace.
(bb) “Seller Materials” means all Seller trademarks, tag
lines, punch line, Seller Content, Product Information, information, data,
materials, and other items provided or made available by Seller to TUL or
its Affiliates or Service Providers.
(cc) “Seller Product” means products listed by the Seller;
whereas Seller is the Manufacturer of such products under the brand name
owned by the Seller or the Seller has the right to use such trademarks
belonging to any third party or Seller has the right to sell such product.
(dd) “Seller Return and Refund Policy” means the policies
of Seller for return of the Seller Products to Seller and refunds of
payment for the returned Seller Products provided by Seller to TUL and
displayed on Marketplace.
(ee) “Seller Sales Channels” means the Seller stores,
websites or any other mode through which Seller is or will be selling its
Seller Product either directly by the Seller or any by a person authorized
by the Seller or by a person executing sale on behalf of Seller.
(ff) “Seller Terms” means all applicable Seller terms to
source, sell, fulfil ship and deliver Seller Products provided by Seller
and displayed on Marketplace including Seller Return and Refund Policy
provided to TUL and commensurate to the terms and conditions of this
(gg) “Seller Transaction” means any sale of a Seller
Product on Marketplace.
(hh) “Service Providers” means any Third Party who is
responsible for providing products or services to TUL.
(ii) “Settlement Period” means each of the periods
described in clause 8.2.1.
(jj) “Shipment Information” means, with respect to any
Seller Product, the estimated or promised shipment and delivery date,
shipment and order status and tracking of Seller Products.
(kk) “Shipping Charges” shall mean the logistics, courier,
postal charges to be charged from the Buyer for shipping and delivering the
Seller Product to Buyer.
(ll) “Storefront” means a virtual electronic store created
on Marketplace or its microsite for sale of the Seller Products either
through the Marketplace or any other gadget or instrument displaying the of
the Seller Products available for sale, or any other means by which Buyer
places an order for the Seller Product of Seller.
(mm) “Tata Branding Guidelines” means the Tata branding
guidelines a copy of which already provide to the Seller and includes any
modification or substitution of the branding guidelines.
(nn) “Tata Code of Conduct” means the Code of Conduct a
copy of which already provide to the Seller and includes any modification
or substitution of the code of conduct.
(oo) “TUL Connected Property” means any website or other
service, feature or online presence through which Marketplace and products
or services available on Marketplace are offered, merchandised, advertised,
syndicated or described.
(pp) “TUL Fee” means the amounts payable
by Seller to TUL as set forth in Annexure 1 for using Marketplace or any
(qq) “TUL Policies” means the policies issued by TUL,
terms or conditions published on Marketplace or shared with Seller and
By signing below, TUL and Seller acknowledge that they have read,
understood and agreed to the provisions to this Agreement.
TATA UNISTORE LIMITED
Name: Ashutosh Pandey
Name and Address:
Name and Address:
TUL shall be entitled for the TUL Fees (exclusive of service tax/GST) as
percentage of Listing Price as under:
Name of Seller
TUL Fee (excluding GST)
On Full Price
On Discounted Price
T- Ship (LSP will be introduced by TUL)
Content and cataloguing
To be done by Seller
In case of Return/ Refund due to the fault of Seller as referred to in
clause 9.2, TUL shall be entitled for the amount covered in clause 9.2.
An amount equivalent to the amount of Tax to be Deducted at Source (TDS) on
the payment to be received by TUL will be paid to the Seller together with
the payment Seller is entitled to receive. Seller Agrees and warrants that
Seller will deposit the TDS amount with the Government authorities within
time prescribed under the law.
Seller agreed to refund the TDS to TUL, if Seller did not:
a. deposit TDS with the Government Authorities within prescribed time; or
b. provide the TDS Certificate to TUL in prescribed time limits.
Illustration for the calculation of TUL Fee and amount payable to Seller
On Full Price
On Discounted Price (Rs.)
Seller Discount on MRP
C = (A-B)
Tata Discount on Product Listing Price
E = (C-D)
Final price to consumer
F as % to A
TUL Fee (% of Listing Price)
GST (18 % of TUL Fee or as per applicable rates)
H = F+G
TUL Fee + GST
I as % of F
TDS (5% of TUL fee)
J = C – H + I
Total Payable to seller including TDS
(Service Levels for order fulfilment)