This Seller Agreement is executed on __________________________:

PARTIES:

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: PAN No.: GST No.:

RECITALS

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:

1. INTERPRETATION

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.

2. 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.

3. 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 Agreement.

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 Agreement.

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 higher.

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.

4. 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 Specification.

5. 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.

6. 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.

7. 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. TRANSACTION PROCESSING

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 clause 8.

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.

9. 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 Settlement Period.

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. STOREFRONT

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.

11. 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.”

12. PROPRIETARY RIGHTS AND LICENSES

12.1 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.

12.2 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.

12.3 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 Affiliates.

13. 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.

14. TAXES

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.

15. 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 Applicable Law.

(xi) Seller shall conform with and adhere to the terms and conditions of TUL Policies.

(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 Agreement.

(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 Content.

16. MARKETPLACE PLATFORM

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.

17. INDEMNIFICATION

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 this Agreement.

19. DISCLAIMERS

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 Seller Transactions.

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.

20. LIMITATIONS

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.

21. ASSIGNMENT

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. CONFIDENTIALITY

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 this Agreement.

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 this Agreement.

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 Confidential Information.

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.

23. 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 appointed.

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 re-registration; and

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.

24. 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.

25. MISCELLANEOUS

(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.

26. DEFINITIONS

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 other form.

(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 foregoing.

(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 Agreement.

(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 other services.

(qq) “TUL Policies” means the policies issued by TUL, terms or conditions published on Marketplace or shared with Seller and modifications thereof.

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 Title: CEO Date: Place: Mumbai WITNESS Signature: Name and Address:

SELLER ___________________________ Name: Title: Date: Place: WITNESS Signature: Name and Address:

ANNEXURE 1

(Commercials)

1. TUL shall be entitled for the TUL Fees (exclusive of service tax/GST) as percentage of Listing Price as under:

Name of Seller
Category	Apparel
Brand Name	TUL Fee (excluding GST)
	On Full Price	On Discounted Price
1.	35%	35%
2.
Logistics	T- Ship (LSP will be introduced by TUL)
Content and cataloguing	To be done by Seller

2. 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.

3. 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.

4. Seller agreed to refund the TDS to TUL, if Seller did not:

1. a. deposit TDS with the Government Authorities within prescribed time; or
2. b. provide the TDS Certificate to TUL in prescribed time limits.

5. Illustration for the calculation of TUL Fee and amount payable to Seller

		%	On Full Price (Rs.)	%	On Discounted Price (Rs.)
A	MRP		1000		1000
B	Seller Discount on MRP	-	-	30%	300
C = (A-B)	Listing Price		1000		700
D	Tata Discount on Product Listing Price	-	-	10%	70
E = (C-D)	Final price to consumer		1000		630
Seller Settlement
F as % to A	TUL Fee (% of Listing Price)	35%	350	35%	245
G	GST (18 % of TUL Fee or as per applicable rates)		63		44.10
H = F+G	TUL Fee + GST		413		289.10
I as % of F	TDS (5% of TUL fee)		17.50		12.25
J = C – H + I	Total Payable to seller including TDS		604.50		423.15

ANNEXURE 2

(Service Levels for order fulfilment)