seller-privacy-policy

AGREEMENT

This Agreement (“Agreement”) constitutes a legal and binding agreement between the Seller (“Seller/You”) and LoomCraft Creations Private Limited (“Company”).  

This Agreement shall govern the terms and conditions of the relationship between the Company and the Seller. This Agreement is an electronic record in accordance with the Information Technology Act, 2000. It is generated by a computer system and does not require any physical or digital signatures. If You are an entity, kindly ensure that the person who is an authorized representative enters into this Agreement.

(The Company and the Seller are individually referred to as “Party” and collectively referred to as “Parties”)


1. SCOPE OF AGREEMENT 
1.1 The Company has agreed to permit the Seller to sell its products on the www.terrahastha.com (“Website”) which is an online portal owned by the Company, based on the terms and conditions of this Agreement. Apart from the terms and conditions of this Agreement, the Seller acknowledges and agrees that it shall be bound by the terms of use, privacy policy, returns and refunds policy or any other policies of the Company available on the Website (“Website Policies”). The Company has the right to amend/modify the Website Policies from time to time and it shall be the responsibility of the Seller to keep itself updated regarding any such amendments. All actions of the Seller shall be in accordance with the terms of this Agreement and the Website Policies. In addition to this, any failure or default by the Seller to adhere to the terms of the Website Policies will be construed as a breach of this Agreement and result in termination. 


1.2 The Seller understands that the Company may require certain documents and information to ascertain the eligibility of the Seller to sell its products on the Website. The Seller represents and warrants that such documents and information shall be provided without any protest and the same shall be accurate, current and complete. The Company shall have the right to delete the Seller’s account and take any other legal action as described under this Agreement, in the event that the Seller provides or makes any misrepresentation.  Further, the Seller authorizes the Company to conduct any due diligences, back ground checks etc. with respect to the Seller and its business, as maybe necessary for the Company for the purposes of this Agreement.



2. OBLIGATIONS AND RESPONSIBILITIES OF THE SELLER 
2.1 During the term of this Agreement, the Seller shall perform the following obligations: 

i. The Seller acknowledges that time is of essence to the services that are required under this Agreement. The Seller shall provide the products purchased by the buyer on the Website, within the timelines that are specified. In the event that, an order gets cancelled due to the default of the Seller, the Company shall be entitled to retain its commission/service fee for the services rendered by the Company to facilitate the cancelled order. All the order cancellations are recorded in the Seller’s account that is maintained by the Company and a high cancellation rate may result in disciplinary actions including but not limited to the cancellation of the account.

ii. aThe Seller shall only sell those products on the Website that are permitted by the Company. Further, the Seller shall ensure that that the products are of high quality and the best possible condition. All the feedback provided by the buyers shall be recorded in the Seller’s account.

iii. The Seller shall ensure that its account on the Website is secured. The Company shall not be responsible for protecting the password. 

iv. The Seller shall be responsible for the payment of all shipping charges with respect to its products, regardless of whether it avails the services of the logistics partner of the Company or engages its own courier service.

v. The Seller shall fully co-operate with the Company, its affiliates, employees, representatives engaged by the Company, with respect to this Agreement.

vi. The Seller shall not indulge in any activity or participate in any transaction which is likely to jeopardize, restrict or diminish the marketability, feasibility or completion of the sale/transaction. 

vii. The Seller shall keep strictly confidential all proprietary information exchanged between the Company and the Seller in the course of the negotiations and discussions.

viii. The Seller shall not make any representations to any person/entity on behalf of the Company.

ix. The Seller shall provide regular updates to the Company, if requested by the Company. 

x. The Seller has sufficient stock of all the listed products. 

xi. The Seller shall provide accurate and true information with respect to its products listed on the Website. In no event shall the description of the products be misleading.

xii. The Seller shall complete the transactions with respect to the products in accordance with the prices quoted by the Seller against such products. 

xiii. The Seller shall obtain and keep in full force and effect at all times, the insurance policies applicable to its products.  
xiv. If requested by the Company, the Seller shall provide the documents required by the Company as part of the Know Your Customer (KYC) compliance. Failure to comply with this requirement will result in the Seller not getting registered and unable to use the Website. In addition to this, subsequent remittances would be put on hold until the required documents are submitted and validated. Below is the list of documents accepted for KYC depending upon whether the Seller is an individual or an entity:


Proof of Identity - Individual Seller   :  Any one of the below listed documents
  1. PAN Card 
  2. Passport
  3. Voter’s Identity Card
  4. Driver’s License
  5. Aadhaar Card
Proof of Address  - Individual Seller   :  Any one of the below listed documents 
  1. Passport
  2. Voter’s Identity Card
  3. Driver’s License
  4. Aadhaar Card
Proof of Identity  - Entity   :  Any one of the below listed documents
  1. Company PAN Card
Proof of  Adress - Entity    :  Any one of the listed documents
  1. Certificate of Incorporation
  2. Voter’s Identity Card
  3. Electricity Bill
  4. Rental Agreement
The documents submitted should validate the details provided on the Seller’s account with the Company.

3. PAYMENT TERMS
3.1 The Parties agree that, the payment made by the buyer for the purchase of the Seller’s product/s shall be through a secured payment gateway provided on the Website. The payment gateway provider shall serve as an intermediary by creating a link between the buyer and the respective banks for enabling the buyer to make payments on the Website.

3.2 The Company shall be entitled to receive, hold and disburse such sale proceeds as per the applicable laws and regulations through the secured payment gateway. The Company shall retain its commission and applicable taxes and remit the balance to the Seller’s account. The account details of the Company and the Seller and the rate of commission charged by the Company shall be communicated and agreed to between the Parties. The Seller authorizes and permits the Company to collect and disclose any information (which may include personal or sensitive information such as the Seller’s bank account information) made available to the Company to any financial institution or agency engaged by the Company in connection with this Agreement. 

3.3 Payment to Sellers will be made on cumulative basis, on a periodic basis in accordance with the applicable regulations , subject to the condition that “return period” for any purchase has expired.


3.4 The Company shall not be held responsible for the operation of the payment gateway. The Seller acknowledges that any payment to the Seller maybe deferred due to any change in the account details of the Seller. 

3.5 The Seller acknowledges that any breach of the Seller’s obligations under this Agreement or the Website Policies may result in withholding of payment by the Company. 


4. REPRESENTATION AND WARRANTIES 
4.1 The Parties, individually, represent and warrant that (i) they have the capacity to enter into this Agreement; and (ii) the execution and delivery of this Agreement and the promises, agreements or undertakings of the Parties under this Agreement do not violate any law, rule, regulation or order applicable to it and that there is neither any contract, agreement nor any understanding with anyone, restricting or preventing the Parties from entering into this Agreement or performing its obligations as set forth in this Agreement.

4.2 The Parties shall at all times and at their own expense (a) strictly comply with all corporate governance, applicable laws, rules, regulations, and governmental orders and applicable codes of practice relating to its/their performance of this Agreement, (b) maintain in full force and effect all licenses, permits, authorization, registration and qualifications necessary under this Agreement.

5. Returns, Replacement and Refunds 
5.1 In addition to the terms of the returns, replacements and refunds policy which forms a part of the Website Policies, the Seller agrees and acknowledges that he/she shall:

i. bear all shipping costs for the returns.
ii. Specify against its products whether they are eligible for returns or not. 
iii. Provide a refund to the buyer in the event that replacement is not possible. 
iv. Provide the buyer with an update within 2  (two) days of receiving the product and if there is no dispute, provide the refund/replacement within 10 (ten) days.
v. Accept and process returns, replacements or refunds in accordance with the policy and the terms of this Agreement.
vi. In case of a return, the Seller shall initiate the shipment of the replaced product within a period of 2 (two) days from the date of acknowledgment by the Seller. In the event that the Seller fails to do so and the buyer intimates the Company in this regard, the Company shall do the needful  by reimbursing  the Buyer and the Seller shall reimburse the Company within a period of 2 (two) days from the date of intimation by the Company. 

The Company shall have the right to deduct the amount of reimbursement made by the Company, including any interest thereof, from any future payment to the Seller. 


6. INTELLECTUAL PROPERTY RIGHTS 
6.1 The Seller acknowledges that any and all copyright, designs, trademarks and other intellectual property rights subsisting in the Website and all other information provided by the Company, vests with the Company and shall remain the property of the Company. The Seller shall not copy or reverse engineer the intellectual property rights of the Company in any manner whatsoever.  

6.2 The Seller further acknowledges that it has the right to sell the products listed under its account. The products do not infringe the intellectual property rights of any person/entity nor is the Seller is breach of any confidentiality obligations towards any person/entity. 

7. INDEMNITIES
7.1 The Seller shall indemnify and keep fully indemnified the Company and its executives or directors and/or holding company or affiliates, employees, representatives, agents, nominees, etc  (collectively, the “Indemnified Parties”) from and against all monetary losses, actions, suits, proceedings, loss of reputation, claims, demands, costs, expenses and liabilities, which may arise or occur or be taken or sought against the Indemnified Parties in connection with the breach by the Seller of any of the obligations, representations and warranties, terms and conditions set forth in this Agreement or the Website Policies and any infringement of the intellectual property rights of the Company or any third party.

8. PROPRIETARY AND CONFIDENTIAL INFORMATION
8.1 The Parties recognize that each of them may be given and has access to confidential and proprietary information of the other Party. The Parties undertake not to use any such confidential information, other than for purposes related to this Agreement and/or protecting their respective interests under this Agreement, without the prior written consent of the other Party and shall use their best efforts to keep confidential and not disclose to any third party save and except on a ‘need-to-know’ basis any confidential information of the other Party. The provisions of this clause shall not apply to confidential information which-
a) is or becomes part of the public domain without breach of this Agreement by a Party;
b) is lawfully in the possession of a Party and subject to an existing agreement between the Parties; 
c) is received from a third party who lawfully acquired such information without restriction, and without a breach of this Agreement by a Party; 
d) is independently developed by the a Party; or
e) Is disclosed by a Party in order to comply with binding judicial orders or orders by governmental entities; provided that the Party gives the other Party reasonable written notice to allow the Party to seek a protective order or other appropriate remedy.

8.2 The provisions of this Clause shall survive the termination of this Agreement.

9. RELATIONSHIP OF THE PARTIES
9.1 This Agreement has been executed on a principal to principal basis.  The relationship between the Seller and the Company does not constitute a partnership, joint venture, agency or contract of employment. The Seller will not represent that it has any power, right or authority to bind, assume or create any obligations, expressed or implied, on behalf of the Company. 

10. TERM AND TERMINATION
10.1 This Agreement shall commence on the Effective Date and be valid until terminated in accordance with the terms provided herein below.

10.2 This Agreement may be terminated in any manner provided for below:
(i) By either Party, by providing a written notice of 30 (thirty) days to the other Party;
(ii) By either Party, immediately, if the other shall seek protection under any bankruptcy, receivership, creditors arrangement or if any insolvency proceeding is instituted against the other;
(iii) By the Company, immediately in the event of a breach by the Seller of any of its obligations, representations or warranties under this Agreement or the Website Policies. In the event of termination due to breach by the Seller, the Company shall not be liable to make any payments to the Seller other than the payments already made.

10.3 On termination, the Parties shall immediately return all confidential information to the authorized representative of the other Party. Further, the Seller shall process all such orders that had been placed prior to the date of termination. . Final settlement in this case will be done after all formalities of termination are completed and final settlement amount is arrived at after all deductions are accounted for. , the final amount will be settled in the next billing date after the final amount is arrived at.

11. FORCE MAJEURE
11.1 Neither Party will be under any liability to the other in any way whatsoever for destruction, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock-outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body.                                 

12. NOTICES
12.1 Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation will (unless otherwise provided) be in writing and will be delivered in person, sent by facsimile or registered mail (properly posted and fully prepaid in an envelope properly addressed) or sent by facsimile or by e-mail to the addresses of the Parties as communicated. 

13. DISPUTE RESOLUTION
13.1 In case of any dispute between the Parties in connection with this Agreement or the interpretation of any of the terms and/or conditions contained in this Agreement, the dispute shall be referred to private Mediation by a sole mediator  appointed by Loomcraft creations Private Limited. accredited or certified by any High Court of the Republic of India and appointed mutually by the Parties. If the Parties are unable to resolve the dispute through mediation within 30 (thirty) days from the date of referral and after attending at least two sessions of Mediation, then the Parties may urge the dispute further. Only on the event of failure to resolve the dispute through Mediation as set out herein, the Parties shall be at liberty to refer the same for arbitration by a sole arbitrator mutually appointed by the Parties. Such arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996, as amended by the Arbitration and Conciliation (Amendment) Act, 2015 or any statutory amendment or re-enactment thereof for the time being in force.

13.2 The venue for arbitration shall be Bangalore.



14. GOVERNING LAW AND JURISDICTION
14.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of India and the Courts in Bangalore shall have jurisdiction to entertain any and/or all proceedings under this Agreement.

15. GENERAL PROVISIONS
15.1 Entire Agreement & Precedence: This Agreement shall constitute the entire agreement between the Parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement.

15.2 Amendments or Alterations: This Agreement may be modified, amended or rescinded only by a written agreement executed by both Parties.

15.3 Severability: The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision.

15.4 Binding Nature: This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

15.5 Assignment: Parties shall not assign nor otherwise transfer or sell any of its rights under this Agreement without prior written consent of the other Party.

15.6 Waiver: The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

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