Sarikart Services Agreement
Welcome to Sarikart Online Market place Global LLP, a suite of optional merchant services including Selling on Sarikart Platform , Fulfilment by Sarikart and Sarikart Advertising . THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("YOU") AND SARIKART ONLINE MARKET PLACE GLOBAL LLP . BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE SARIKART WEBSITE/ MOBILE APP/SITE.
As used in this Agreement, "we," "us," and "Sarikart" means the Sarikart Online Martketplace Global LLP Company named in the applicable Service Terms. Capitalized terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.
2. Service Fee Payments
Fee details are described fully in the applicable Service Terms and Program Policies. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. For the Sarikart Website/ Mobile app/Site that you register for or use a Service in connection with, we may require you to submit valid credit card information from a credit card acceptable by Sarikart (with respect to such Sarikart Website/ Mobile app/Site, "Your Credit Card") as well as valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the Sarikart Website/ Mobile app/Site, "Your Bank Account"). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At Sarikart's option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that Sarikart shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.
In addition to charging payable sums to Your Credit Card, we may instead choose to either
- offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or
- invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with Sarikart concerning whether any amounts are payable or due.
If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the Sarikart Website/ Mobile app/Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of:
- • a period of ninety (90) calendar days following the initial date of suspension; or
- • completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.
3. Term and Termination
The term of this Agreement will start on the date of your completed registration for use of one or more of the Services and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via Seller Dashboard, email, the Contact Us Form, or similar means.However Any pending Orders needs to be processed from your end.We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that
- you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion;
- your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or
- your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Sarikart’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means including Seller Dashboard,Email or Call, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that
- you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and
You grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use any and all of Your Materials for the Services or other Sarikart product or service, and to sublicense the foregoing rights to our Affiliates and operators of Sarikart Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using the standard functionality made available to you via the applicable Sarikart Website/ Mobile app/Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).
Each Party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations it grants hereunder; (c) it will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in its performance of its obligations and exercise of its rights under this Agreement; and (d) each party is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by any law enforcement agencies of India and abroad or other applicable government authority.
You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any representations you have made; (b) any sales channels owned or operated by you, Your Products including the offer, sale, fulfilment (except to the extent attributable to the Fulfilment by Sarikart, if any), refund, cancellation, adjustments, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Sarikart) or property damage related thereto; or (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) your non-compliance with applicable laws.
If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
a. THE SARIKART ONLINE MARKETPLACE GLOBAL LLP, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU ACCESS THE SARIKART WEBSITE/ MOBILE APP/SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY SARIKART TO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SARIKART WEBSITE/ MOBILE APP/SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.
b. BECAUSE SARIKART IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE SARIKART (AND ITS AGENTS, AFFILIATES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
8. Limitation of Liability
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SARIKART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO SARIKART IN CONNECTION WITH THE PARTICULAR SERVICE AND THE SARIKART WEBSITE/ MOBILE APP/SITE GIVING RISE TO THE CLAIM.
If the Sales Proceeds from Your Transactions through the Fulfilment by Sarikart Service in connection with the Sarikart Website/ Mobile app/Site exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) calendar days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with the Sarikart Website/ Mobile app/Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with the Sarikart Website/ Mobile app/Site, including products liability and bodily injury, naming Sarikart and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to the following address: Sarikart Online Marketplace Global LLP, Mumbai
10. Tax Matters
Your use of Services is subject to Sarikart’s Tax Policies. You will comply with any applicable tax laws and fulfill all obligations to the tax authorities in a timely and complete manner.
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. Sarikart is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.
Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, Sarikart will deduce the location of recipient, the billing details, place of supply and applicable taxes.
If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, Sarikart will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against Sarikart.
It is your responsibility as a seller on the Sarikart Website/ Mobile app/Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the Sarikart Website/ Mobile app/Site.
For reporting transactions undertaken by you on the Sarikart Website/ Mobile app/Site, you should consider the Seller Dashboard
In case of any discrepancy in the reporting / returns filed by you and Sarikart, you agree that you will resolve such discrepancy immediately and indemnify Sarikart against any tax, interest and penalty payable in this regard.
11. Confidentiality and Personal Data
During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement all Confidential Information including Customer Personal Information will remain Sarikart's exclusive property you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates, except as required to comply with law; you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may only use the Sarikart Mark as defined in and according to the Trademark Usage Guidelines available in Seller Central; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.
You may not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time (the above 8 years’ term limit does not apply to customer personal data).
12. Force Majeure
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Sarikart is not an auctioneer, neither is it an intermediary between the customer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us. Sarikart is a digital platform to sale your products under terms and conditions agreed upon under various clauses and policy .
14. Suggestions and Other Information
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Sarikart Website/ Mobile app/Site or Services (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
We will provide at least 15 days’ advance notice in accordance with Section 17 for changes to the Agreement.
However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 17.
Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.
16. Password Security
Any password we provide to you may be used only during the Term to access Your Account or Seller Login / dashboard , respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. The laws of India govern this Agreement and your use of the Services, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement will be adjudicated through arbitration, by a sole arbitrator to be appointed by Sarikart. The arbitral proceedings shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 or such statutory amendments thereof (“Arbitration Act”). The arbitration proceedings will be conducted in English and the venue of the arbitral proceedings shall be Mumbai, India. Each party agrees that courts in Mumbai will have the sole and exclusive jurisdiction over all arbitral applications. The fast track procedures under the Arbitration Act will apply to all proceedings as stipulated.
You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Sarikart, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Sarikart as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
Sarikart retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.
The authentic language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail.
You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
Sarikart will provide notice to you under this Agreement by posting changes on Seller Central or on the applicable Sarikart Services site to which the changes relate (such as the Marketplace Developer site accessible through your account), by sending you an email notification, or by similar means. You must send all notices and other communications relating to Sarikart to our Selling Partner Support team via Seller Central, email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. If at any time, now or in the future, you decide to change your preferences, visit the Seller Central Notification Preferences page via email @ firstname.lastname@example.org.
You may change your e-mail addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate.
Please continue to use Seller Central as the primary means of managing your orders and seller account. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
As used in this Agreement, the following terms have the following meanings:
"Affiliate" means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity, except with respect to Sarikart, "Affiliate" means solely its Affiliates domiciled in India.
"Sarikart Associated Properties" means any website or other online point of presence, other than the Sarikart Website/ Mobile app/Site, through which any Sarikart Website/ Mobile app/Site or products or services available thereon are syndicated, offered, merchandised, advertised or described.
"Sarikart Website/ Mobile app/Site" means www.sarikart.com.
"Business Days" means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in Mumbai, India.
“Confidential Information" means information relating to us, to the Services or Sarikart customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.
"Content" means copyrightable works and other content protected under applicable Laws.
"Excluded Products" means any products or other items set forth in the excluded products list for the Sarikart Website/ Mobile app/Site or any other Sarikart Program Policy that applies to your use of a Service, and any other products or other items that in Sarikart's sole discretion are not supported for a Service.
"Intellectual Property Rights" means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing. "Law(s)" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
""Local Currency" means Indian Rupees (INR).
"Order Information" means, with respect to any of Your Products sold through the Sarikart.com , the order information and shipping information that we provide or make available to you.
"Person" means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
"Program Policies" means, all policies and program terms provided on the ‘Policies and Agreements’ page.
"Purchase Price" means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).
"Sales Proceeds" means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.
"Seller Central/DashBoard /portal " means the online portal and tools made available by Sarikart to you, for your use in managing your orders, inventory and presence on the Sarikart Website/ Mobile app/Site.
"Service" means each of the following services that Sarikart makes available on or in connection with the Sarikart Website/ Mobile app/Site: the Selling on Sarikart Service, Fulfilment by Sarikart Online Marketplace Global LLP
"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.
"Your Account" means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which Sarikart may make available to you, for your use in managing your orders, inventory and presence on the www.sarikart.com.
"Your Materials" means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to Sarikart or its Affiliates.
"Your Product" means any product that is made available for listing for sale, offered for sale or sold by you through the Selling on Sarikart Service and/or fulfilled or otherwise processed through the Fulfilment by Sarikart Service in connection with Your Account, or made available for advertising by you through Sarikart Advertising./p>
"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offer or sell products, other than physical stores.
"Your Taxes" means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives. Also, as it is used in the Fulfilment by Sarikart Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by Sarikart or any of its Affiliates in connection with or as a result of: (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by Sarikart; or (b) the fulfilment, shipping, gift wrapping or other actions by Sarikart to Your Products pursuant to the Fulfilment by Sarikart Service Terms.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
"Your Transaction" means any sale of Your Product(s) through the Sarikart Website/ Mobile app/Site.
Selling on Sarikart Service Terms
The Selling on Sarikart Service ("Selling on Sarikart") is a Service that allows you to list products for sale directly via the Sarikart website/moble app/site. Selling on Sarikart is operated by Sarikart Online Marketplace Global LLP. These Selling on Sarikart Service Terms are part of the Sarikart Online Marketplace Global LLP Business Solutions Agreement ("Business Solutions Seller Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Sarikart. BY REGISTERING FOR OR USING SELLING ON SARIKART, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE SELLERS AGREEMENT AND THESE SELLING ON SARIKART SELLERS SERVICE TERMS. Unless defined in these Selling on Sarikart Service Terms (including the Selling on Sarikart Definitions), all capitalized terms have the meanings given them in the Business Solutions Seller Agreement.
- S-1. Your Product Listings and Orders
- S-1.1 Products and Product Information. You will, in accordance with applicable Program Policies, provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the Sarikart Website/ Mobile app/Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Sarikart Website/ Mobile app/Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the Sarikart Website/ Mobile app/Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Sarikart Website/ Mobile app/Site. For each item you list on the Sarikart Website/ Mobile app/Site, you will provide to us the state or country from which the item ships.
- S-1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the Sarikart Website/ Mobile app/Site in the applicable product categories which are supported for third party sellers generally on the Sarikart Website/ Mobile app/Site on the applicable Selling on Sarikart Launch Date, and conduct merchandising and promote Your Products in accordance with the Business Solutions Agreement (including via the Sarikart Associated Properties or any other functions, features, advertising, or programs on or in connection with the Sarikart Website/ Mobile app/Site). Sarikart reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Sarikart Website/ Mobile app/Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the Sarikart Website/ Mobile app/Site and Sarikart may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-5.
- S-1.3 Shipping and Handling Charges. Shipping and Handling will be done through the empanelled Vendor of Sarikart. Sarikart will determine what the shipping fees will be and will display and collect them accordingly from the sellers payout.S-1.4 Credit Card Fraud. We will NOT bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information.
- S-2. Sale and Fulfilment, Refunds and Returns
- S-2.1 Sale and Fulfilment. Other than as described in the Fulfilment by Sarikart seller Terms (if applicable to you), for the Sarikart Website/ Mobile app/Site for which you decide to register or use the Selling on Sarikart Service, you will: (a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your Sarikart-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the Sarikart Website/ Mobile app/Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Sarikart Website/ Mobile app/Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to Sarikart information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For Sarikart-Fulfilled Products, if any, the Fulfilment by Sarikart Sellers Terms will apply to the storage, fulfilment and delivery of such Sarikart-Fulfilled Products.
- S-2.2 Returns and Refunds. For all of Your Products that are not fulfilled using Fulfilment by Sarikart, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Sarikart Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Program Policies and the terms of this Business Solutions Agreement. You will route all such payments through Sarikart. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products that are fulfilled using Fulfilment by Sarikart, the Sarikart Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Sarikart Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S-5). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.
- S-3. Problems with Your Products
- S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products
- S-4. Compensation You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on Sarikart Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "Selling on Sarikart Subscription Fee" means the fee specified as such on the Selling on Sarikart Fee Schedule for the Sarikart Website/ Mobile app/Site at the time such fee is payable. With respect to each of Your Transactions: (x) "Sales Proceeds" has the meaning set out in the Business Solutions Agreement; (y) "Closing Fees" means the applicable fee, if any, as specified in the Selling on Sarikart Fee Schedule for the Sarikart Website/ Mobile app/Site; and (z) "Referral Fee" means the applicable percentage of the Sales Proceeds from Your Transaction through the Sarikart Website/ Mobile app/Site specified on the Selling on Sarikart Fee Schedule for the Sarikart Website/ Mobile app/Site at the time of Your Transaction, based on the categorization by Sarikart of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of Sarikart-Fulfilled Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. All taxes or surcharges imposed on fees payable by you to Sarikart will be your responsibility.
- S-5 Sales Proceeds & Refunds.
"Eligible Transaction" means Your Transaction against which the actual shipment date has been confirmed by you.
"Designated Day" means any particular Business Day of the week designated by Sarikart on a weekly basis, in its sole discretion, for making remittances to you.
"Payment Date" means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction."Settlement Amount" means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for sums; (b) any Selling on Sarikart Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Sarikart Website/ Mobile app/Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Program Policies (including fee payable under the FBA Fee Schedule for Sarikart Website/ Mobile app/Site), if applicable; and (h)tax collected at source under applicable Law.
- S-5.1. In the event that we elect not to recover from you a customer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.
- S-6. Sarikart’s Marketplace, Websites and Services Sarikart has the right to determine, the design, content, functionality, availability and appropriateness of its marketplace, websites, selection and any product or listing on the Sarikart Website/ Mobile app/Site or the Sarikart Associated Properties, and all aspects of each Service, including your use of the same. Sarikart may assign any of these rights or delegate any of its responsibilities.
- S-7. Tax Matters In addition to the General Terms, you agree that, the price stated by you for Your Products is inclusive of all taxes including GST/VAT/CST, customs duty, excise duty or other tax or levy that may be required to be remitted in connection with such sale, unless otherwise provided in any Program Policy or otherwise agreed by Sarikart in advance in writing. All payments by Sarikart to you shall be made subject to applicable withholding taxes under applicable Governing Laws. Sarikart will retain, in addition to its net fees together with any applicable taxes that Sarikart determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes. If you are required deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to Sarikart. You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines. Sarikart shall reimburse the claim post verification and reconciliation with service fee as per books of accounts. Sarikart will have right to reject the claim if the claimed amount does not match with service fees invoices. Sarikart shall maintain the right to recover any excessive claims paid to you. Sarikart has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Sarikart successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.