We are glad that you have chosen to be a part of the journey of Prajas. Please note that the tone of the content of this agreement does-not reflect our sentiment towards this relationship. This document merely uses some legal templates that often have verbose and cold clauses. We in fact look forward to a cordial, long-lasting and fruitful relationship with your organisation.
This seller’s agreement entered into by and between –
Prajas Handicraft LLP, Incorporated under the provisions of the Limited Liability Partnership act, 2008 having its registered office at A 1002, Pinecrest Godrej Garden City Ahmedabad India, represented by the Partners, Ankur Pandya and Sargam Pandya, Indian National and citizen of India (hereinafter referred to as “Prajas” or “The Company” or “Website” which expression shall unless repugnant to the context shall mean and include its successors-interest and assigns) of the first part.
AND
(Hereinafter referred to as “Seller” which expression shall unless repugnant to the context shall mean and include its successors-interest and assigns) of the Second part.
Both of whom are hereinafter referred as “Parties” in the collective sense and each of them is hereinafter referred to as “Part” in individual sense.
Whereas, Prajas is involved in the business activities pertaining to the sale of handcrafted goods with the intention to support the weavers and make them more self sustainable, Prajas offers here a proposal for the seller to join the ‘Online handicrafts sale’ platform.
Whereas, Seller is involved in the business activities pertaining to the research and manufacture of handcrafted goods.
Whereas, both parties have come together to let the ‘online handicrafts sale’ platform developed by Prajas to be leveraged for the sale of the ‘goods and process/heritage’ ’produced and practiced’ by the Seller.
Whereas, both parties request each other to execute the present deed of arrangement namely Sellers Agreement in duplicate.
Purpose & Scope
The purpose of this agreement is to clearly identify the roles and responsibilities of each party as they relate to the use of Prajas’s ‘online handicrafts sale’ platform for the sale of the ‘goods and process/heritage’ ’produced and practised’ by the Seller.
Seller Registration
A seller can approach the company via contact us form available on the website OR Prajas approaches the seller for selling their handcrafted goods on the website.
Our representatives shall subsequently get in touch and organize visits/meetings/calls to conduct due diligence and setup handshakes for setting up seller showcase, synching accurate inventory and coordination with the logistics partner.
During the entire flow stated above the seller shall provide true, correct and duly authorized data / information and shall not be misleading, fraudulent, false, unauthorized and otherwise illegal. The Company has the right to suspend / terminate the Seller Registration and the use of the Website by the seller if the Company discovers or it is brought to the Company’s notice that the aforesaid data is misleading or does not comply with the User Agreement and the rules and policies made thereunder and in such case the seller shall also be liable for all the liabilities, risks, damages and consequences that may arise.
Invoicing, Shipping & Product Liabilities
Please note that we are a marketplace platform and provide marketplace services to you. We help Buyers and Sellers connect whereby as Sellers you are selling to customers via our platform and we are charging commission for services associated with it. Therefore invoicing and shipping to customer is your responsibility (or as per arrangements made in preferred association models). Any taxation related to sale of your products like VAT, CST etc is your responsibility. Also, the liabilities arising from the use, consumption and/or interaction with your products are solely yours and Prajas will not be responsible for any loss or damage claimed by the customers buying your products.
Hold, Suspension and Termination of Seller Registration
In case of any breach or violation or suspected breach or violation of any of the provisions of this policy or the User Agreement, Prajas may suspend and/or terminate the Seller Registration or may put the remittances on hold with respect to such Seller. Prajas may reinstate or activate seller’s Registration or remit the Transaction Price to seller subject to the Seller providing such information, data, documents and undergoing such verification as may be desired by the Company and as provided in the User Agreement or the rules and policies made thereunder. Seller’s Registration is subject to the seller remaining an active User of the Website.
Upon identifying or being notified by any person or by law enforcement agency that Seller has violated any law in the performance of the Transaction, the Company may immediately suspend seller’s Registration, notify law enforcement or any other authority including banks for appropriate action or act in any other way to cooperate with authorities or protect its interests.
Know Your Customer (KYC) Documentation
At the time of Seller Registration and/or at any time thereafter and/or from time to time as may be required, the Company may seek KYC Documents from Seller and further usage of the Website shall be subject to Seller’s submission of KYC Documents. ‘KYC Documents’ shall mean such information, data or documents as may be specified by the Company from time to time which clearly and unambiguously verifies the details, including the Seller’s Bank Account provided by Seller at the time of registration with the company or at any subsequent date.
The Company may seek KYC Documents from the Seller at any point of time during the subsistence of this policy for compliance with the provisions of the User Agreement and the rules and policies made thereunder as well as compliance with applicable laws. The Company has the right to reject/question data within any one or more of the KYC Documents submitted by seller and may ask for other documents or further information.
Charges Applicable to Sellers:
The Company shall levy charges/fees from time to time (for providing facilities to sell on the Website) to the Sellers in accordance with the Charges Policy incorporated herein by reference. The Company will provide the Seller with an invoice reflecting the charges on a monthly basis. If the seller avails of any of the services provided by the Company, the seller will be liable to pay additional fees, charges in respect of the services availed as set out in the Charges Policy.
The Company reserves the right to change the Charges Policy and the related rules and policies from time to time. The Company may introduce new services and modify some or all of the existing services offered on the Website and/or Logistics. Any such changes shall be effective from the time that the Company posts the same on the Website.
The Seller will be responsible for paying all charges associated with the use of the Website and/or Logistics and agrees to bear any and all applicable taxes, charges, cesses, surcharges etc. levied thereon. The seller shall pay to remit the appropriate charges to the Company or the Company will deduct such charges from the Transaction Price to be remitted to the seller. The Company shall issue the invoice (with detailed itemized breakup) after such deduction and remittance. Unless otherwise provided, the charges are payable by the Seller irrespective of any charge back, refund or non-fulfillment of the Transaction.
The Company reserves the right to set minimum and maximum transaction limits on the Website as it may determine for the safety of its Users.
Single Listing:
You will only make one listing for each single item that is offered for sale by you on the Website. If you propose to sell more than one identical item you will make a separate listing for each of them and if all listings result in successful sale you must be in a position to fulfill all such orders. All listed items must be listed in an appropriate category on the Website. Each listing must contain only one specific item for sale.
You agree not to list and propose to sell any item on the Website that is set out in the list of Restricted Items set out in Annex 1 hereto.
All listed items must be kept in stock for successful fulfillment of sales. No listing can contain a disclaimer that suggests that a sale will be completed or order will be confirmed only if the item is available with the Seller who is listing the item. You agree that you shall not list an item if you are not in a position to deliver it immediately.
You shall not make any listing in the nature of ‘wanted advertisements’ that do not offer to sell an item but invites Users to make an offer to you for sale of any item.
You will also not make any offer, either online or offline, or by making another listing on a different website, to sell an item once you have made a listing with respect to such an item on the Prajas Website. You will not make a listing on the Website with respect to an item which is subject to an existing online or offline offer which can be validly accepted, including listing on the Website or other websites. In no circumstances will you attempt to divert any User through your listing to any other webpage or provide him any information in order to conduct any transaction outside of the Website.
The Company will be required to remove a listing only upon it being reported to be prohibited or restricted (Annex 1) or violative of applicable law or terms of the User Agreement. The Company is not deemed to have any knowledge of such prohibitive, restricted or violative listing until it has been reported to the Company. Upon receiving such reporting the Company will take best efforts to remove such listing at its sole discretion (but will not be liable to do so), within 7 days of receiving such reporting.
No Infringement of Intellectual Property of Company and Third Parties
You must ensure that the items do not infringe upon the intellectual property, trademark, copyright, trade secret or other proprietary rights or rights of publicity or privacy rights of any third party. You agree that use of logos or trademark owned by a third party producer or manufacturer can lead to infringement of intellectual property rights of such third party. You will be solely responsible for use of such trademark or intellectual property, and will hold the Website and the Company indemnified and harmless against any claim by third parties that may arise in respect of such use. You agree that under no circumstances would you use brand names or trademarks not owned by you unless the item carries the brand name or trademark of its original manufacturer or producer. You further agree not to use any intellectual properties of the Website or the Company including its trademarks, brand name in any manner whatsoever. You will not represent to any User or third party, in any manner, that you are affiliated or associated with the Website or the Company beyond the capacity of being a ‘seller’ or that you have any right to represent the Website or the Company.
Appropriate Description in Listing
The listing description of the item must not be misleading in any manner whatsoever and must describe the actual condition of the item. You shall not exaggerate or over emphasize the attributes of any items you propose to sell on the Website so as to mislead other Users in any manner. If the item description does not match the actual condition of the item, you agree to refund any amounts that you may have received from the buyer. You agree not to use misleading titles for listing and not provide misleading or inadequate information about the artisan of any listed item. If for any reason you are unable to deliver to any specific location, destination or country, you must clearly mention the same on the listing. You shall not use unrelated keywords, or brand names (even if such use does not lead to any intellectual property right violation), or text unrelated to the item on offer for sale in your listing.
You shall not provide any information such as a catalogue of your items in your listing or on the items or packaging thereof which will enable a buyer to contact you outside the Website to buy such item directly from you instead of buying it from the listing on the Website. You shall not solicit Users to send you payments by any method not approved or provided for on the Website by the Company.
Any image used in the listing must be of the actual item proposed to be sold on the listing and you shall not copy images from other listings available on the Website. You cannot disclaim any liability including liability with respect to authenticity, merchantability of items that you offer to sell on the Website.
You shall not endorse any item other than that being listed by you anywhere in the Website. You agree not to provide any description in any listing made by you in any manner that suggests you are in any way connected to, or are representing or selling on behalf of a manufacturer or producer of the item unless you are the manufacturer or producer, or you have obtained a written permission or entered into an agreement with such manufacturer or producer under which you are entitled to represent as such.
[Any free or bonus item promised in a listing for promotional purposes must be delivered together with the main item being offered through the listing. All provisions of the User Agreement including the rules and policies made there under that apply to the main item will apply mutatis mutandis to the free or bonus item as well to the extent it may be applicable.]
If you opt to avail of the ‘listing services’ provided under Logistics services by the Company you agree to comply with the terms and conditions of Policy of Logistics incorporated herein by reference. If you choose, our team will assist you in writing an appropriate description of an item to be listed, taking photographs/images of the items to be uploaded on the Website etc. In such case, you are liable to verify all such content of the listing, photograph/ image etc. provided by our team and edit/ modify/ vary/ delete as may be necessary to accurately describe the item to be listed. You agree that under no circumstance will the Company be liable for any misrepresentation in respect of the listed item.
Every 3 months (90 days) your unsold listings will expire and you will need to re-check their quality and presence in your physical inventory and subject to that remove or refresh the listing.
Unfair Consumer Practice
You will not engage in any unfair consumer practice or any such practices that are forbidden under applicable laws, including but not restricted to the Consumer Protection Act, 1986.
Price and upon Delivery
The seller’s price of the item proposed to be purchased shall Include all costs, expenses, duties, taxes and margins that need to be accounted on the seller’s side and margins, tax and duties to be accounted on the Company’s side.
Seller’s base price and all other charges mentioned above shall be charged to the end client in normal circumstances.
If the buyer makes payment in any currency other than Indian Rupees, the cost of conversion/ exchange rate shall be borne by the buyer.
Refusal to sell:
Once any User confirms a purchase in response to a listing made by you by making requisite payment through Payment on Billing, the sale is considered complete and all property and title in the listed item passes on to the buyer. You cannot refuse to sell the item, or refuse to accept payment or fail to deliver the item after the payment has been successfully made and the Transaction is confirmed.
Buyer satisfaction:
You hereby accept the obligation to ensure high level of buyer satisfaction. If you receive more than 10% negative reviews or feedback from Users who have bought items listed by you, you will be considered to have failed to comply with this obligation. In such case, the Company may at its sole discretion cancel your listing, place limits on availability of services and facilities, suspend your account, demand a security deposit for future listings or continue your listings, impose higher fees and additional charges for permitting you to continue using the Website for listing and selling items.
Feedback:
Buyers of items on the Website are entitled to write reviews and rate the items as well as the seller on the Website. As a seller, you accept that such reviews and rating may be adverse to your business, economic and other interests including reputation. You hereby relinquish any right you may have to take legal or any other action against persons who have provided such reviews/ratings against the Company or the Website for any loss of business, reputation or any other loss arising out of such reviews or ratings provided by buyers and other Users in consideration of being allowed to participate in the website for the purpose of selling your items.
Ending of Listing
You understand and agree that the Company at its sole discretion may end any listing at any point of time without any notice and also in case where any listing does not result in a successful transaction within 30 days of listing. However, the Company may choose not to remove any such listing and extend the period of listing for such time as it thinks fit. A listing will naturally end if it results in a confirmed Transaction.
Remittance to Sellers
A monthly payment of the items produced by the seller and sold to customers will be made when
Buyer confirming the Delivery of items in the Transaction, or
Buyer does not raise a refund claim within [7] days of expiry of the prescribed Delivery time or if such claim has been raised by the Buyer, the same is rejected by the Company on account of any breach of the User Agreement and the rules and policies made thereunder and/or applicable law.
The Company reserves the right to keep on hold the remittance to the Seller for purposes of safety of the company’s interests and/or Users. In such a case, the Seller will be intimated and required to complete additional check and verification and the Company may contact the Seller for verification of or additional information, details, data and documents. The Company reserves the right to refund the Transaction Price that has been kept on hold to the Buyer, if such requisite information, details, data and documents are not provided within the stipulated time, or the same is false, misleading, incorrect or incomplete.
Remittances to the Seller for their successful Transactions would be in accordance with the provisions contained herein and applicable laws in India.
Typical time frames (2 day = 48 hours) and conditions leading up to remittance to the seller are hereby agreed to be –
1 Buyer’s payment reaching Prajas account
2 Logistics partner delivering to buyers within – 7/21 day to deliver (National/International)
3 Buyer not raising any objection/claim within the – 7 day return period policy
4 A 30 day remittance processing time after step (c)
Seller warrants and undertakes that
All sales of items listed on the Website are on principal to principal basis and bipartite contracts between seller and buyer. Seller shall be solely responsible for the trademark, warranty, payment, all applicable government taxes and duties, legality, legal title in relation to the items and other terms and conditions of the Transaction.
In the event that
The use of a Valid Card or Valid Bank Account by a Buyer while paying Transaction Price was unauthorized or was a result of fraud or hacking of bank account password; or
The Buyer claims a refund of or charges back the Transaction Price,
The Company has the right to take appropriate legal action including the right to set off from subsequent remittances to the seller until such amount is fully recovered. In case the subsequent balances are not enough for recovery, within 7 days of receipt of a notice to that effect from the Company, the Seller shall pay the shortfall to the Company. In case the Company is not able to recover the shortfall, within the given time, it reserves the rights to take appropriate legal actions against Seller.
Seller further unconditionally indemnifies and hold harmless the Company, its affiliates and its third party service providers and their respective directors, officers and employees against any actions, proceedings, costs, awards, claims and damages however incurred by or arising against them as a result of any act or omission or neglect on Seller’s part while entering into and performing the contract with the Buyers or using the website.
In the event that any Transaction Price remitted to Seller is uncollectible and a claim is raised on the Company in respect thereof, the same shall be Seller’s financial responsibility and the Company shall have the right to recover any such amounts from the Seller in the manner provided herein above without any hindrance/ protest.
Seller shall abide by and complete all Transactions in accordance with the description and conditions mentioned in such Transaction and the provisions of the User Agreement and the rules and policies made thereunder.
Penalties verification and refund to Buyers
The Company reserves the right to refund the Transaction Price back to the Buyer which the Company has withheld or continue holding the periodic payments (including all future payments) in any of the following conditions:
If the Seller does not provide the requisite verification documents within the prescribed time frame communicated by the Company or as provided in the rules and policies of the Website; or
If the verification documents submitted are invalid, tampered or forged; or
The Company is instructed by any law enforcement agency or government or statutory authority to deny or decline or withhold such remittance.
In all of the above cases, the amount valued at for all the sold goods after deducting the commission will be transferred to the seller and all the stock remaining will be sent back to the seller.
Data Retention
The Company will retain personal information in accordance with the privacy policies posted on the Website and applicable laws.
Annex 1
LIST OF RESTRICTED ITEMS