MARKETPLACE SERVICES FOR SELLERS
THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES THEREUNDER AS
APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS IN VARIOUS STATUTES AS AMENDED BY THE
INFORMATION TECHNOLOGY ACT, 2000. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT
REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.
THIS DOCUMENT IS PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3 (1) OF THE INFORMATION TECHNOLOGY
THIS DOCUMENT IF OPTED TO BE BINDING BY RESPECTIVE SELLER ON MARKETPLACE SAFALFASALONLINE.COM CONSTITUTE THE
DEFINITIONS AND INTERPRETATION
Any capitalized term used herein and not defined shall have meaning as may be given to it in the Terms of
For the purpose of these Marketplace Services For Sellers Agreement (also hereinafter referred as
“Agreement”), wherever the context so requires "You", “Your” or "Seller" shall mean any User selling
products and providing the Professional Services by listing them on the Website. The term "We", "Us", "Our"
shall mean Company.
The following other definitions apply in these Terms:
Affiliate shall mean, with respect to each Party, any person or entity directly or indirectly through
more intermediary Controlling, Controlled by, or under direct or indirect common Control with a Party.
“Control”, “Controlled” or “Controlling” shall mean, with respect to any person or entity, any circumstance
in which such person or entity is controlled by another person or entity by virtue of the latter person or
entity controlling the composition of the board of directors or managers or owning the largest or
controlling percentage of the voting securities of such person/entity or otherwise controlling the
Product(s) shall mean any and all goods the Seller makes available for sale on the Marketplace.
Payment Facilitation Services shall mean facilitating the receipt of Sale Price by the Seller on the
Marketplace either along with Services or otherwise (for example cash on delivery services).
Sale Price shall be the price at which the Product is offered for sale by the Seller on the
the Buyer. Parties agree that Sale Price is dynamic and volatile and may vary at different times and points
of sale and therefore can be periodically and from time to time changed or revised by the Seller in
accordance with the terms of this Agreement.
Services shall mean services provided by the Company in the form of an intermediary to facilitate sale
Value Added Services (VAS) shall include services in relation to support the sale of the Products by
Seller to Buyer which shall include warehousing services, logistics management services, Payment
Facilitation Services, customer support services and any other additional services that may requested by the
Seller and agreed between the Parties.
SUBJECT MATTER AND SCOPE OF SERVICES
- The Company shall offer to the Seller its Value Added Services for facilitating online sale of the
Seller's product to ensure Buyer satisfaction on behalf of the Seller. For this arrangement, the Seller
shall pay service fees in accordance with the terms of this Agreement and as further agreed in
commercial understanding electronic document or any other similar or analogous electronic or other
document (“Commercial Terms”).
- Company may at its sole and absolute discretion on reasonable commercial efforts basis market, promote
carry out advertising and marketing activities in relation to promotion of the Marketplace, Services in
any manner and to any extent as may be deemed fit by the Company and for such purposes may engage in
certain sales promotion activities to increase the sales of Products on the Marketplace. Company and
Seller may agree on certain terms on which Seller shall support such sales and marketing activities of
Company including providing discounts on the Products or other free of cost goods and services to the
- Company in its sole and absolute discretion may refuse to provide any one or more of the Value Added
Services, Payment Facilitation Services for any reason whatsoever and especially if providing such
services to the Seller can be detrimental to the reputation, goodwill and competitiveness of Company or
could cause any breach of any contractual commitments of the Company and cause Company to breach any
- Where Seller believes or is notified by other entity including any third party manufacturers of the
products that any promotion plan/ activity undertaken by Company is against any applicable law or in
breach of any contractual obligation of Seller or such third party manufacturer (in both cases supported
by a written legal opinion from a reputed advocate), Seller shall intimate the same to Company and upon
such intimation, Company shall within reasonable time cease such plan/ activities.
Payment Facilitation Services
- The Company (if availed by the Seller) shall collect the Sale Price on behalf of the Seller in respect
of the orders received through Marketplace.
- Payment reimbursement of the Sale Proceeds to Seller shall be done by Company in the following manner:
- Seller shall prepare a consolidated advice list of all orders delivered to the Buyer, ___ times
in a month.
- The Company subject to the conditions hereof shall within 7 working days of receipt of advice
process the amount due to Seller and pay the respective sum to the Seller.
CONSIDERATION AND PAYMENT TERMS
- In consideration of the provision of the Value Added Services and other services by the Company, the
Seller shall pay to the Company the service fees ("Service Fee") which shall be calculated in the
as specified in the Commercial Terms.
- Parties agree that the details of terms memorialized by the Commercial Terms are dynamic in nature and
will evolve or vary as the operating, promotional, marketing and business environment of the Company or
user behavior on the Marketplace changes and evolves and therefore the Commercial Terms will be adjusted
or revised from time to time or sometime occasionally or frequently by the Parties as necessary or
appropriate during the Term of the Agreement to accurately reflect the evolution of the aforesaid
environment and conditions. Such revisions would be with the mutual consent of the Parties which consent
can be oral, written or implied. For any oral consent, Company may on reasonable basis confirm such oral
consent within reasonable time from such consent and through written records including through
- In the event the Company renders the Payment Facilitation Services the Service Fees of the Company for
the relevant order shall be deducted by the Company from the amounts due to the Seller under Payments
- Company shall have the right to receive the Services Fees to the extent the Company is unable to receive
the Service Fee from the Payment Facilitation Services as aforesaid; the Seller shall make all payments
within ten (10) business days of receipt of the relevant invoice from the Company.
- In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong
Item delivered”, Seller agrees that the Company shall levy the Service charges, plus a penalty of the
service charge of the product (upto a maximum limit of Rs ____) and the said charges will be deducted
from the amount due and payable to Seller.
- Further Company shall debit the Service charges (upto a maximum limit of Rs ____) to the Seller in the
event the product cannot be delivered by the Seller due to “out of stock” and in such an event Seller
shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys,
claims, etc.) raised against the Company.
- The Company shall deduct charges as specified in clauses 5 and 6 above and agreed with the Seller from
the total amount collected as Sale Price for the relevant order.
- Seller shall be entitled to make any deduction or withholding in accordance with applicable law and
shall provide the necessary tax deduction certificates to the Company.
- Each Party shall be responsible for any and all taxes on its business, and taxes based on its net income
or gross receipts. However, Seller agrees to bear all the applicable taxes duties, or other similar
payments (including VAT) arising out of the sale of the Product through the Marketplace and the Company
shall not be responsible to collect, report, or remit any taxes arising from any transaction.
ADDITIONAL OBLIGATIONS OF COMPANY
- Company shall reasonably maintain the Marketplace and Services and shall on reasonable efforts basis
provide Services, Value Added Services and other services.
- Company shall reasonably maintain the registration of domain name in relation to the Marketplace during
the Term at its own costs free from any and all encumbrances, including encumbrances which may lead to
any adverse effect on Company's registration of the domain name or its use of the Marketplace.
- In order to process payments made by Buyers and to generally provide Payment Facilitation Services,
Company shall reasonably maintain appropriate contracts with payment gateways and shall comply with the
- Company shall ensure that it has or procures adequate technology as necessary to maintain the
Marketplace and perform the services under this Agreement.
- Company acknowledges that the Sale Price is dynamic and volatile and may vary at different times and
points of sale and that the Seller reserves the right to change or modify the Sale Price of the Product
at any time before the same is bought by the Buyer on the Marketplace. The intimation of such revisions
of the Sale Price could be oral or in writing. For any oral intimation, Company may on reasonable basis
confirm such oral intimation within reasonable time from such intimation and through written records
including through electronic communications.
OBLIGATIONS, COVENANTS AND WARRANTIES OF SELLER
- Seller shall not use the Marketplace for any purpose other than in relation to the Products.
- Seller shall manage and maintain sufficient inventory of the Products which the Seller offers to sell to
Buyer on the Marketplace through Services and shall mandatorily deliver the Products as purchased by the
Buyer to the Company within such time as may be prescribed in the Commercial Terms.
- Seller shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in
respect of the Products offered for sale through the Marketplace. Seller shall undertake all the
necessary after sales services to the Buyer including providing warranty / guarantee / replacement
services to the Products.
- At all times the Seller have access to the Internet and its email account to check the status of
- On receipt of the approved order, Seller shall dispatch / deliver the products within a period
determined in Commercial Terms or within the time as specified in the product description on the
- In respect of the orders for Products placed through the Marketplace, Seller shall submit proof of
dispatch to the satisfaction of Company within 48 hours of the request made by Company.
- In the event the products are not accepted by the Buyer due to any wrong / damaged products dispatched,
then the same shall be replaced by the Seller at no extra cost to the aggrieved Buyer. Since the Company
is a intermediary facilitator, the Seller hereby authorizes the Company to entertain all claims of
return of the Product in the mutual interest of the Seller as well as the Buyer.
- The Seller shall update the order status on a daily basis.
- The Seller shall not send any of its promotional or any other information with the Products ordered by
the Buyer and also shall ensure that no material or literature is sent which may be detrimental to the
business/commercial interests of the Company,
- The Products offered to be sold by the Seller on the Marketplace and subsequent delivery of the same to
the Company and necessary papers shall (a) exactly conform to the specifications, quality, quantity,
price and representations made by the Seller on the Marketplace; (b) shall comply with all the
applicable laws including that of the territory of the Seller, the place from where Seller dispatches
the Products to the Company and the place of final delivery to the Buyer; (c) not infringe any third
party's Intellectual Property Rights whether in India or anywhere in the world; and (d) not violate any
international trade, import and export related laws including parallel imports.
- Seller shall directly invoice the Buyer for the Sale Price of the respective order. Seller further
undertakes and agrees to invoice the amount equivalent as displayed on the Marketplace.
- The Seller shall ensure that they own all the legal rights in the Products that are offered for sale on
- Seller shall be solely responsible for any dispute that may be raised by the Buyer relating to the
goods, merchandise and services provided by the Seller.
- The Seller shall at all time during the term of this Agreement endeavor to protect and promote the
interests of the Company and ensure that third parties rights including intellectual property rights are
- Seller shall offer the Products for sale on the Marketplace on the Sale Price which shall be inclusive
of all taxes, duties, levies, warehousing, packaging, shipping and logistics charges and all other
charges other than any entry taxes / local taxes as applicable in the city or municipal limits of the
Buyer. The Sale Price shall be in compliance with all applicable laws and shall not be more than the
maximum retail price printed on the Products.
- Seller shall not print, emboss or otherwise display any brand name, trade name, and trademark, service
mark on the Product, on the packing material and on the invoice other than those displayed while making
the sale offer on the Marketplace while packing the products for delivery to Company to avail Value
- Seller agrees and acknowledges that the title in the Products shall only be transferred from Seller to
the Buyer upon delivery of the Products to the Buyer. For the avoidance of doubt, the title and risk on
the Products for any delivery of Products to Company for providing any Transaction Support Services
before the purchase of Products by the Buyer on the Marketplace shall always remain with the Seller. The
Seller may in its sole discretion take appropriate insurances to safeguard itself from any loss,
breakage, theft or damage of the Products till such time the Products are actually delivered to the
Company and Company has acknowledged the receipt of the delivery of such Products. The Seller shall be
the lawful owner or the lawful right holder in the Products offered and/or sold on the Marketplace to
the Buyer and the Products at time of listing of the same on the Marketplace and for all times
thereafter shall be free from any encumbrance, charge, lien or any security or third party interests.
Seller hereby irrevocably and unconditionally waives all its liens whether contractual, statutory,
equitable or otherwise including those related to unpaid seller on the Products once the Products have
been delivered by Seller to either Company or to the Buyer or to any carrier or bailee.
- Seller shall pass on the full warranty or guarantee received on the Products from the third party
manufacturers or third party suppliers to the Buyer and shall fully support the Buyer to enforce such
warranty or guarantee.
- Seller shall at no point represent or hold itself out as an agent or representative or an Affiliate of
the Company. The sale and purchase transaction between Seller and the Buyer shall be a bipartite
contract between them and Company is merely facilitating the transaction between Seller and Buyer as an
intermediary and a conduit by making available Services, and Value Added Services to Seller and Buyer.
- Seller shall provide such necessary assistance (at no additional direct cost to Company) as may be
required to facilitate Company to carry out its obligations under this Agreement.
- The Seller shall not offer any Products for sale on the Marketplace which are prohibited for sale,
dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws.
- The Seller shall at all times be responsible for compliance of all applicable laws and regulations.
- Seller shall not do, cause or authorize to be done anything which will or may:
- impair, damage or be detrimental to the rights, reputation and goodwill associated with the
Company, its shareholders or directors;
- bring the Marketplace into disrepute or any claim by third parties; or
- may jeopardize or invalidate the Marketplace registration or any rights associated thereto.
INDEMNIFICATION AND LIMITATION OF LIABILITY
Seller shall promptly on demand indemnify, defend and hold harmless the Company and Buyer and their
respective officers, directors, proprietors, partners, managers, members, trustees, shareholders, employees
and agents (“Indemnified Parties”) for and against all claims, liabilities, costs and expenses (including
reasonable attorney's fees) incurred or to be incurred by the Indemnified Parties that arise out of, in any
way relate to, or result from any breach by the Seller of any of the provisions of this Agreement, or breach
of any laws by the Seller, or negligence, fraud or willful misconduct of the Seller or its Affiliates and
their respective officers, directors, shareholders, employees, contractors, sub-contractors, agents and
personnel. For the avoidance of doubt, it is further clarified that the right to indemnification in
connection with any of the aforesaid claims of cause of action is independent and in addition to other
rights and remedies of the Indemnified Person that may be available at law or in equity. Company shall have
a lien on the Products and on the consideration received from the Buyer for the sale of Products on the
Marketplace until Seller has fully discharged its obligations and liabilities to Indemnified Parties in
accordance with this Agreement. In the event Seller is unable to indemnify the Indemnified Parties within a
reasonable period of time, Company shall be entitled to sell or otherwise dispose of the Products and set
off the proceeds out of such sale and disposing off against Indemnified Parties' indemnification claims
and/or if permitted under law or by virtue of any order of any court of law Company shall be entitled to
receive the sale consideration from the payment gateway which otherwise would have remitted by such payment
gateway to the Seller and/or set off the amounts received by Company from the Buyer who has availed cash on
COMPANY'S LIMITATION OF LIABILITY:
NOTWITHSTANDING ANYTHING CONTRARY CONTAINIED IN THIS AGREEMENT, IN ANY EVENT THE COMPANY SHALL NOT BE LIABLE
(WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY OR OTHER
THEORY), TO THE SELLER OR ANY OTHER PERSON OR ENTITY FOR COST OF COVER OR FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUES, LOSS PROFIT
OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR DATA) ARISING OUT OF OR IN RELATION THIS
AGREEMENT. Company's entire liability to Seller under this Agreement or under any applicable law or equity
shall be limited solely to actual and proven direct damages sustained by the Seller as a result of the gross
negligence or wilful misconduct of the Company and its respective directors, officers, employees and agents
in the performance of their respective services and other obligations under this Agreement. In no event
shall the Company be liable, vicariously or otherwise, to the Seller and its Affiliates or any third party
for any losses, damages, liabilities, costs (including reasonable legal costs) and expenses (including
taxation) which are in the aggregate in excess of the (i) amounts paid by the Seller to the Company in the
immediately preceding six month period under this Agreement for the Value Added Services.
GOVERNING LAW AND JURISDICTION
Agreement shall be governed by Consolidated FDI Policy adopted by Department of Industrial Policy and
Promotion under Indian Ministry of Commerce and Industry, effective from August 28, 2017 as amended by Press
Note No. 2 (2018 Series) on 26th December, 2018.
This agreement shall enter in force upon acceptance by the Seller seeking to obtain the Value Added Services
from the Company either by making the choice during listing a product on the Marketplace or selecting the
relevant option in Seller's personal account at Marketplace.
The acceptance of this Agreement shall be made by checking the mark and clicking the "ACCEPT" button in the
relevant section of the respective form filled by the Seller.
Conflict of Provisions
In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any
Commercial Terms thereto, the terms of this Agreement shall prevail to the extent of such conflict or
In all other aspects not covered by this Agreement, including but not limited to: Severability, Assignment,