This seller terms and conditions (“Seller Terms”) is between you (company/individual/firm/partnership/body corporate) (“Seller”) and Oyela Technologies Private Limited, a company registered under the laws of India, having its registered office at Premananda Patel, Santipara,Larkipal Near Om Mixture, Balangir, Orissa – 767001, India (“Company”).
This Seller Terms comes into effect when you register as a Seller and list your Goods on the Platform, or click on the “I Agree” box, and accept the terms and conditions provided herein. By registering or clicking on the ‘I Agree’ box, you signify your absolute, irrevocable and unconditional consent to all the provisions of this Seller Terms in its entirety. This Seller Terms constitutes a legally binding agreement between you and the Company.
The Company operates the Platform which is engaged in providing an online marketplace where registered Sellers can offer to sell their Good(s) to the Buyers registered on the Platform. The Company’s role is limited to managing the Platform and associated marketing, payment collections, order management, enquiry management and other incidental services to enable the transactions between the Sellers and the Buyer (“Services”).
The Seller expressly agrees and acknowledges that the Company reserves the right to change, modify, amend, or update these Seller Terms, at its discretion, from time to time and such amended provisions of these Seller Terms shall be effective immediately upon being posted / uploaded on the Platform. The Seller can determine when the Seller Terms were last revised by referring to ‘LAST UPDATED’ at the top of these Seller Terms. It is expressly agreed and acknowledged by the Seller that the continued use of the Platform by the Seller shall be deemed to signify the Seller’s acceptance of these provisions or amended provisions of these Seller Terms and it shall be the Seller’s responsibility to check these Seller Terms periodically for changes.
The Seller, wherever required, applicable and requested by the Company, shall provide the Company with its legal name, geographic address of its headquarters and all branches, the name and details of its website (if any), customer care contact details such as fax, landline, and mobile numbers and where applicable, its GSTIN and PAN details.
The Seller agrees and understands that the Platform only facilitates the sale and purchase of the Goods in the nature of fashion apparels and accessories. In respect of listing of the Goods on the Platform, the Seller represents and warrants to the Company that (a) the Seller is the sole owner of and has, full rights, good and valid title and interest to all of the Goods listed on the Platform by him/her, free and clear of any and all liabilities and has full authority and capacity to convey, transfer and assign all rights and interest in the Goods; and (b) the Listing of Goods on the Platform by the Seller and/or sale of the Goods shall not require the consent, approval or action of any third party; violate the terms of any material instrument, document or agreement to which the Seller is a party, or be in conflict with, result in a breach of or constitute a default under any such instrument, document or agreement; and violate any order, decree, judgment, ruling, law, rule or regulation of any state. Additionally, the Seller must ensure that the listed items do not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties and the Listing of Goods may only include text descriptions, graphics and pictures that describe your Good(s) for sale. All listed Goods must be listed in an appropriate category on the Platform. All listed Goods must be kept in stock for successful fulfilment of sales.
The Seller expressly agrees, acknowledges and understands that the Platform does not allow listing of the following categories/sub-categories/group of items/products, on the Platform and in this respect, the Seller agrees that it shall not list or upload any content or information on the Platform in relation to the following categories/sub-categories/group of any items or products:
(a) any item or product which does not qualify as a Goods in the nature of fashion apparels and accessories or which is not included or fit under any category/sub-category/group of Goods as mentioned on the Platform; (b) any item or product, which is prohibited, restricted or banned, to be sold, displayed, advertised or offered for sale, trade or import, in any manner or the listing of which on the Platform or any electronic platform is in or results in violation of, any Applicable Laws, rules, regulations or guidelines of India, which are at the time being in force; (c) the items or products of which the Seller is not the lawful owner or in respect of which the Seller does not have the lawful and rightful authority to sell or list such items and products on the Platform; (d) any obscene item or product or any item or product which contains an indecent representation of women within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986; (e) any item/product/content which is defamatory, libellous, threatening or abusive in nature; (f) counterfeit, pirated and stolen goods or unauthorized illegal items or products, for which the Seller is not allowed, licensed or permitted to do or do not have the authority to undertake; (g) items or goods that infringe or attempt to pass off any third parties intellectual property or rights of publicity or moral rights and or purport’s to breach any persons right to privacy.
In relation to the Listing of Goods, the Seller agrees and undertakes to abide by the following terms and conditions:
(a) it shall not adopt any unfair trade practice in the course of offering the Goods on the Platform or otherwise. (b) the Seller is required to provide certain information and particulars in respect of the Goods, in accordance with the upload guidelines and instruction which shall be available on the Platform at the time of the listing of the Goods, which may include, pictures of the relevant Goods to be uploaded, title and description of the Goods, category and sub-category the Goods fall under, particulars in respect of the quality and condition of the Goods, age range of the Goods, any guarantees or warranties applicable to the Goods, country of origin of Goods (if applicable), name and details of importer (if applicable), original price of the Good and the selling price for which the Seller intends to sell the Goods, which shall include the price break up of all the compulsory and voluntary charges such as delivery charges, postage and handling charges along, applicable taxes etc., (wherever applicable), determined by the Seller (“Selling Price”). The Company may recommend relevant Selling Prices to its Sellers which shall be based on the past sales data of Sellers on the Platform and the listing description of the Goods uploaded by Sellers on the Platform including, without limitation, the category, brand and the Selling Price of Goods. (c) the listing description of the Goods must not be misleading and must describe actual condition of the Goods. If the description of the Goods does not match with the actual condition of the Goods, the Seller agrees and acknowledges that in such an event the Buyer shall have the right to cancel and return the purchase order. The Company shall not be liable in anyway in the event of the Goods not being as per the description of Goods provided by the Seller on Platform. (d) the Seller is required to upload at least 3 (three) pictures of the Good, which shall include the front view, back view and the size tag of the Goods. Each picture of the Good uploaded must be clear and appropriately shot by the camera so that the Good intended to be sold by the Seller can be clearly identified by the viewers/Buyers. (e) the pictures taken/uploaded by the Seller must be the actual picture of the Good which is intended to be sold by the Seller through the Platform and shall not be any picture which is not the actual picture of the Good or any picture procured from internet or otherwise. (f) the Seller shall not list any particular Good(s) which have already been listed once on the Platform by the Seller in a particular category/sub-category under the same category or any different category/sub-category. The Platform reserves the right to delete such multiple listings of the same Good(s) listed by the Seller in various categories. (g) the Seller shall not falsely represent itself as a customer and post reviews about its Goods on the Platform. (h) the Company may examine and review the Listing page of the Platform so as to check whether the listing of Goods has been done in compliance with the terms under this document or the check for any typographical errors, inaccuracies or omissions that may relate to information pertaining to the Goods offered and communicate to the Seller any necessary modifications and amendments which may be required with respect to the Goods listed on the Platform. (i) the Seller shall have the right to edit/amend currently listed/posted/displayed Goods on the Platform, review the status of sold Goods and visit and check previously sold Goods on the Platform. (j) the Company reserves the right in its sole discretion to remove any material/content/photos/offers displayed on the Platform which in the Company’s reasonable belief is unlawful or could subject the Company to liability or is in violation of these Seller’s Terms and Conditions or is otherwise found inappropriate in the Company’s opinion. The Company reserves the right to cooperate with any investigation in this regard.
Seller agrees and acknowledges that the particulars, information, description and content uploaded/provided by the Seller, in respect of listing of the Goods on the Platform: (a) shall be considered non-confidential and non-proprietary and by posting/providing such content relating the listing of Goods, the Seller grants to the Company an irrevocable, worldwide, royalty free and sub-licensable licence and right to use, copy, distribute and disclose to third parties any such content and description relating to the Listing of Goods for any purpose. (b) shall not be fraudulent, misrepresenting and / or misleading to the buyers; (c) shall not infringe any intellectual property, trade secret, or other proprietary rights or rights of publicity or privacy of any third party; (d) shall not be derogatory, slanderous speech directed at individuals or groups; (e) shall not advocate violence against other users or individuals or groups or shall not be defamatory, trade libellous, unlawfully threatening or unlawfully harassing any third party; (f) shall not be in a nature which electronically transmits through any medium computer the viruses of any type or any computer program that facilitates hacking of a computer system which the intent to damage a computer or computer network or intercept any personal data; and/or (g) shall not be incorrect and false in any manner.
The Seller acknowledges and agrees that the Company shall not be, in any manner whatsoever, be responsible for the quality or durability of the Goods being sold to the Buyer and the Seller shall be solely responsible for the Good which has been listed on the Platform, the consequences of listing, transmitting, linking or publishing it on the Platform. In connection with such Good listed on the Platform, the Seller affirms, acknowledges, represents, and warrants that he/she owns or has the necessary licenses, rights, consents, and permissions to use and offer for sale of such Good (including without limitation all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all such Goods) and authorize the Company to list such Good on the Platform as the Company deems fit.
The Seller represents and warrants that all information disclosed and furnished by the Seller under this Seller Terms are true and correct to the best of their knowledge.
The Seller understands that the Company does not implicitly or explicitly extend any preferential treatment to any of its Sellers and / or support or endorse the sale or purchase of any Goods nor provide any warrantee/guarantee of the Goods sold to the Buyers, and in no event shall such Goods be the responsibility of the Company. It is expressly clarified that the search ranking and brand visibility of any Seller on the Platform is directly subject to the number of products a particular Seller uploads on the Platform. For avoidance of doubt, it is clarified that the brand visibility and the search ranking on the Platform is directly proportional to the total number of products uploaded on the Platform by a particular Seller, i.e., the higher the total number of products uploaded on the Platform by a particular Seller, the higher would be their brand visibility and search ranking on the Platform.
The Seller agrees that pursuant to receiving the intimation in respect of the placement of the order from the Platform, the Seller shall either: (i) initiate the process for delivery of Goods to the location of the Buyer; or (ii) opt for the pick-up and delivery services provided by the Company’s Logistics Partner and pack the Goods to be picked up by the Logistics Partner of the Platform. The Seller understands and agrees that it shall be responsible for any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of the Goods to the Buyer if the same is caused due to any reason attributable to the Seller. It is clarified that the Company shall not be liable or responsible for any loss, damage, theft or misappropriation of Goods under this Clause.
The Seller agrees that he/she shall be extremely cautious while packing the Goods in order to avoid any transit damage to the Goods from the Sellers location to the Buyers. It shall be the responsibility of the Seller to take pictures of the Good before the basic packaging and after the Good is fully packed.
Commissions: The Company currently onboards sellers on a ‘no-commission’ model. If there are any changes to the economic arrangement between the Company and the Seller , this section of terms and conditions will be modified and the S eller will be duly notified.
The Seller shall ensure its compliance with all applicable laws, including without limitation, the Consumer Protection Act, 2019, Consumer Protection (E-Commerce) Rules, 2020, Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011, in furtherance of selling its Goods on a marketplace e-commerce entity and the Company shall not be responsible for any such compliance by the Seller. Further, the Seller acknowledges that the Company is required to publish certain information in relation to products being listed on the Platform pursuant to the Legal Metrology (Packaged Commodities) Rules, 2011. The Seller agrees to provide any and all information that the Company may request for ensuring its compliance with the Legal Metrology (Packaged Commodities) Rules, 2011.
The Seller understands and agrees that it shall be solely liable and the Company shall not be liable for any liability arising out of any consumer grievance or for any loss or damage sustained by the Seller or any other person or entity during the course of access to the Platform’s Services.
The Seller shall not pack any other thing or product other than the Good(s) which are listed on the Platform in respect of which the order has been placed by the Buyer, any prohibited item form the category/sub-category of item or product as mentioned under Clause 4 above, any other product or thing which is illegal, hazardous, dangerous, or otherwise restricted or prohibited item by the Platform or any other item or product which is restricted, banned, dangerous, and/or prohibited for carriage (such items include, but are not limited to corrosive or flammable substances, hazardous or bio-medical waste, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances).
In case, the Company initiates the process of return of the Goods to the Seller and the Seller refuses to accept such returned Goods or for any reason whatsoever, the Seller failed to respond to the requests made by the Company or is not able to accept the delivery of the returned Goods, then the Company reserves the right to sell, dispose of or deal with such returned Goods in any manner, and in this respect, the Seller shall have no right to object to any action of sale or disposing of the returned Goods by the Company/Platform.
The Seller shall be responsible for all tax obligations applicable to them and the filing of relevant returns in furtherance of the sale of Goods through the Platform.
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