Marketplace Policy - Merchant Agreement

Last updated on January 11, 2016

Merchant Agreement

THIS MERCHANT AGREEMENT IS AN ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS AGREEMENT DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE.

THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU AND DEMOPORT AND THE TERMS OF THIS AGREEMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME AND SHALL GOVERN THE RELATIONSHIP BETWEEN YOU AND DEMOPORT, INCLUDING WITH RESPECT TO THE LISTING, EXHIBITING, ADVERTISING, MARKETING, SALE AND/OR DELIVERY OF ANY PRODUCTS THROUGH THE WEBSITE (DEFINED BELOW). IF ANY TERMS OF THIS AGREEMENT CONFLICT WITH ANY OTHER DOCUMENT/ELECTRONIC RECORD, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL, UNTIL FURTHER CHANGE / MODIFICATIONS ARE NOTIFIED BY DEMOPORT.

For the purpose of this Merchant Agreement, the individual or any legal entity (company, sole- proprietorship, partnership, HUF etc.) representing itself through its duly appointed authorized signatory’ who has submitted the Demoport’s Merchant Registration Form (hereinafter, referred to as the “Merchant” or “You” or “Your”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include Your heirs / subsidiaries, affiliates, successors and permitted assigns) shall constitute the FIRST PART;

AND

KORGEN Technologies P Limited, a company incorporated under the Companies Act, 1956, having its registered office at 3/3, Sarojini Street, Mahalingapuram, Nungambakkam, Tamil Nadu, India with the CIN - U41000TN2014PTC094944 (hereinafter referred to as “Demoport”, “We”, “Us”, “Our” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors, liquidators, receivers, and assigns) shall constitute the SECOND PART.

Merchant and Demoport may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require.

WHEREAS

1. Demoport, inter alia, is in the business of owning and operating an online marketplace located at the URL https://www.demoport.in (hereinafter referred to as the “Website”) which acts as an online / electronic platform in the form of an intermediary, providing e-commerce marketplace platforms / technology, internet marketing services, sharing of leads, facilitation of payment services to third party Merchants to offer for sale, sell their products and for third party Buyers to access variety of products and accept to purchase the products offered by Merchants;

2. Demoport’s role is limited to managing the Website on which the products are listed and providing other incidental services to enable transactions between the Merchants and Buyers.

3. You are desirous of using the Website as a platform to exhibit, advertise, make available, offer and/or sell or distribute Your Products (defined below) to the users of the Website.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL PROMISES AND COVENANTS SET FORTH HEREINAFTER, THE PARTIES, INTENDING TO BE LEGALLY BOUND, HERETO AGREE AS FOLLOWS:

1.0

DEFINITIONS

1.1

“Acceptance” shall mean acceptance of this Agreement directly or indirectly in electronic form or by means of an electronic record and shall include Your affirmative action of clicking on “I Accept/ I Agree” or the box against these words provided at the end of this Agreement / Registration Form or any other manner of acceptance such as using the Merchant Code, Merchant Dashboard, start advertising, exhibiting or offering for sale, by which action You confirm having read, understood and accepted the terms and conditions of this Agreement.

1.2

“Agreement” shall mean this Merchant Agreement in its entirety, including all the annexures attached to this Agreement, Policies and Guidelines of the Website referenced herein and any other document pursuant to this Agreement and shall include any amendment thereto, from time to time.

1.3

“Applicable Laws” include (a) statutes, statutory instruments, bye-laws, orders, directives, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal); (b) rules, policies, guidance or recommendations issued by any governmental, statutory or regulatory body.

1.4

“Prohibited Products” shall mean the products / goods / articles / services included in the Demoport Prohibited Products List as provided at the end of this Agreement and any other products that are illegal to be sold in India under the prevailing laws.

1.5

“Buyer” shall mean any user of the Website who accepts a Merchant’s offer to sell the Product and places an Order for the products listed by the Merchant on the Website.

1.6

“Prospective Buyer” shall mean any user of the Website who shares his contact details and submits an enquiry for a product on the Website.

1.7

“Order” shall mean a binding purchase order electronically placed by a Buyer on the Merchant through the Website.

1.8

Website means ‘www.demoport.in’ and instances of the same.

1.9

“Consents” include all consents, licences, authorizations, approvals, permissions, certificates, permits and any other form of consent (whether statutory, regulatory, contractual or otherwise).

1.10

“Intellectual Property Rights” means all rights to patents, designs, copyrights, trademarks, service marks, database, domain names, moral rights (whether or not any of those is registered and including applications for registrations of the foregoing) together with all trade secrets, know-how and all rights or forms of protection of a similar nature and causes of action for violation, misappropriation or infringement of any of the foregoing.

1.11

“Invoice” shall mean a valid tax invoice issued by the Merchant to the Buyer for the sale of a Merchant’s Product to a Buyer through the Website.

1.12

“Nodal Bank” shall mean the Bank which maintains internal bank account for the purpose of collection of electronic payments from Buyers and settlement to Merchants towards products/goods purchased on Website in accordance with RBI directions for opening and operation of Accounts and settlement of payments for electronic payment transactions involving intermediaries.

1.13

“Listing Fees” shall mean a fixed value on a monthly basis, payable to Demoport by the Merchant for uploading / displaying his products and for making himself eligible for receiving enquiries from Demoport. The fixed value shall vary based on the segment/category/product, as provided in the ‘Schedule of Charges’ in force.

1.14

“Lead Sharing Charges” shall mean a fixed value payable to Demoport on a ‘Pay-As-You-Go’ basis by the Merchant against receipt of enquiries / leads from Demoport. The fixed value shall vary based on the value of the products, as provided in the ‘Schedule of Charges’ in force.

1.15

“Transaction Enablement Charges” shall mean the fees (either in value or as a percentage of Selling Price) for collection of Selling Price as may be provided in the ‘Schedule of Charges’ in effect on the date of transaction / payment made by the Buyer.

1.16

“Product(s)” shall mean the product(s) as exhibited, advertised, made available, offered by the Merchant for sale on the Website.

1.17

“Merchant Dashboard” shall mean a Web page / URL provided by Demoport to the Merchant on the Website with a unique login id and password for the Merchant to exhibit, make available, offer for sale the Products and to update order status, price and inventory of the Products on the Website.

1.18

“Selling Price” shall mean the price of a Product in Indian Rupees (INR) at which such a Product is exhibited, advertised, made available or offered for sale by the Merchant on the Website.

1.19

“Merchant Proceeds” shall mean the net amount receivable by the Merchant from Demoport/Nodal Bank after deduction of Demoport’s Marketing Fees, Transaction Enablement Charges and other charges (if any) or any other statutory deduction, levies, or any amount to cover contractual obligations, from the Selling Price.

1.20

“Merchant Registration Form” shall mean the electronic form available on the Website (presently at https://www.demoport.in/Merchant_Partner that You are required to complete before registering as a Merchant on the Website.

1.21

“Demoport’s Marketing Fees” shall mean either a fixed value or a percentage of the Selling Price, payable to Demoport by the Merchant on the sale of any Product through the Website. This fixed number or percentage may vary from Product to Product, as provided in the ‘Schedule of Charges’in effect on the date of transaction / payment made by the Buyer.

1.22

“Demoport Policies” means various rules and policies on the Website as may be relevant or applicable to the Merchant including the Terms of Use, Terms of Sale, Privacy Policy and Merchant Dashboard Policies which are available on the Merchant Dashboard and Infringement Policy, to take necessary actions in response to any listing or content take-down or infringement notice from a third party and such other policy (including any amendments thereof) which Demoport may issue and make applicable on the Merchant. By impliedly or expressly accepting this Merchant Agreement, You also accept and agree to be bound by the aforesaid Policies and all other policies as updated and provided from time to time. Further, if the hyperlink is not provided for any policy(s) in this agreement then that policy(s) may be accessible in the hyperlink created for the policies or on the Website.

1.23

“Term” shall mean the period commencing from the date of this Agreement up to the termination of this Agreement in accordance with Clause 18 as provided herein below.

1.24

“Territory” shall mean the Republic of India.

2.0

MERCHANT REGISTRATION AND ACCEPTANCE

2.1

As a part of the registration process, You state that You have completed the Merchant Registration Form and provided other relevant details as required by Demoport. You represent and warrant that You, in Your individual capacity and/or as an authorized representative of the entity registering as a Merchant on the Website, are competent to contract, are at least eighteen (18) years of age, are of sound mind and have the requisite right to and are not disqualified from entering into a lawful contract under Applicable Laws.

2.2

You have the option of accepting or declining to accept this Agreement. Please provide Your Acceptance to this Agreement if and only if You are agreeable to the terms and conditions provided herein. Upon Your Acceptance, this Agreement shall become binding on You. Without prejudice to the binding nature of this Agreement upon Your Acceptance, Demoport may, as an additional electronic record of this Agreement, send an “Agreement Acceptance Notification” in electronic form to the email address provided by You in the Merchant Registration Form.

2.3

If You are not agreeable to the terms and conditions of this Agreement, please DO NOT proceed with the registration. Your non-acceptance of this Agreement will automatically stop the Merchant Registration Process.

2.4

You will be solely responsible for maintaining the safety and confidentiality of Your login credentials (User Name/password) and details in relation to the Merchant Dashboard and the information provided therein, and shall be fully responsible for all activities that occur under Your Merchant Dashboard. You agree to (a) ensure that You log out from Your Merchant Dashboard Account at the end of each session, (b) immediately change Your Account Password in case You suspect that Your existing password is compromised and (c) also immediately notify Demoport (to the Grievance Officer) of any unauthorized use of Your account information or any other breach of security. You fully agree that Demoport shall not be liable for any loss or damage arising from Your failure to keep Your Merchant Dashboard protected from any unauthorized access, blockage, misuse or any other unauthorized use and You shall indemnify Demoport in accordance with this Agreement for any such unauthorized use.

2.5

Demoport reserves the right to suspend or terminate access to Merchants registered on the Website and the Merchant Dashboard, at any time and without assigning any reasons for doing so.

3.0

LISTING, ENQUIRY RECEIPTS, SALE AND ORDER FULFILLMENT

3.1

By exhibiting, advertising or listing any Product on the Website, You agree that You are making an “Offer to sell” Your Product/s to the users of the Website and such offer, upon acceptance by a user, shall be binding on You. The sale, purchase, return, delivery and other terms of sale shall be further subject to the Standard Terms of Sale on the Website.

3.2

You shall provide true, complete and correct brand name, identification, information, images, description and MRP, Selling Price of the Product on the Website for the purpose of the Product’s exhibition, advertising, making available or offer for sale in the appropriate category, which may include an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos.

3.3

You represent and warrant that the Product description shall not be misleading and shall describe the actual condition of the Product. If a Product is subject to expiry date or expiry duration, You shall not offer to sell and sell any such Product which has passed 75% (seventy five percent) of its expiry duration. If the Product sold does not match the Product description displayed on the Website, You shall refund and permit Demoport to refund any amounts that You may have received, or have credit to You, from the Buyer. You represent that You have obtained all Consents as may be required in order to provide the information and description of the Products on the Website.

3.4

You shall be solely responsible for ensuring that the Merchant Dashboard is updated and reflects the real-time availability / non-availability of the Products listed on the Website. You shall be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Website due to any negligence / default on Your part to provide updated and accurate Product information. You shall retain adequate inventory of the Products listed on the Website for successful and timely fulfillment of orders.

3.5

You may also be required to provide images of the Products and/or images of the brands/ logos of the Products. You grant Demoport a non-exclusive and worldwide right and license to use the Product description, images of the brands/ logos of the Products to be used on the Website, and in any marketing and promotion material of Demoport to promote the sale of such Product on the Website, and, if required, to alter, make technical modifications to the images including resizing of the trademarks / logos, so as to render them feasible for uploading on the Website. You represent that You have obtained all Consents as may be required (including Consents from the owners of the relevant brands) in order to grant Demoport the aforesaid rights and licenses.

3.6

You shall not attempt to exhibit, advertise, make available or offer to sell any Products falling in the category of “Demoport Prohibited Products List” on this Website. Demoport shall be entitled to block or disable access of all such products and shall also have the right to suspend or terminate the Merchant’s access to the Merchant Dashboard and the Website or terminate this Agreement forthwith. You agree and acknowledge that Demoport is not under any obligation or duty to verify or monitor any listing or content You provide or make available on the Website. You shall be the originator of all such listings or content and all the data and information contained therein, and Demoport shall only be an intermediary for the purpose of such listings or content and all the data and information contained therein.

3.7

Prospective Buyers may choose to submit an enquiry for the products listed by You. On receipt of an enquiry / lead from a prospective Buyer shared with You by Demoport, You agree to immediately contact the Prospective Buyer and initiate a pre-sales engagement with the objective of clarifying queries, providing additional information pertaining to the products/prices/terms/others, as sought by the Prospective Buyer.

3.8

If the Buyer chooses to order a product that requires the ‘Price Authorization Process’, You will share your Merchant Code and the One-time Password (received on Your Authorized Mobile) with the Buyer, within the stipulated time, to enable the Buyer to successfully place his Order on the Website.

3.9

On the Buyer selecting to purchase the Products (i.e. “ordering”) exhibited, advertised, made available or offered to sell by You on the Website and either making the payment of the Selling Price, offered by You, through the payment gateway provided on the Website or opting for cash on delivery, You will be intimated of the same through an electronic notification on the Merchant Dashboard / by mail / by SMS along with the details of the Buyer as provided by Buyer on the Website. You shall forthwith fulfill the order by ensuring that the Product(s) so ordered are duly and safely packed in accordance with Applicable Laws and delivered to the Buyer.

3.10

Demoport shall provide You hologram security stickers with Demoport Logo / words / trademarks along with the notification ‘ORDERED ON DEMOPORT’. The Merchant will ensure that these stickers are visibly pasted on the product packages prior to the shipment. You hereby also agree not to use these security stickers on products that are not ordered on the Website.

3.11

You shall ensure that the Product as ordered by the Buyer is dispatched to the Buyer within such time period which Demoport may prescribe from time to time, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. You shall also issue and send a corresponding Invoice along with the Product. All costs incurred towards shipping the products to the Buyer’s place (including costs of freight and transit insurance) shall be to Your account.

3.12

You will have various Delivery Models for delivery of purchased Products to the Buyers. Demoport may, at its discretion, remove one or more Delivery Models or recommend other Delivery Models at any time in the future based on prevailing market conditions / Buyer needs. The risk of any damage, loss or deterioration of the Products during the course or delivery or during transit shall be exclusively on the Merchant and not on Demoport or the Buyer. You represent and warrant that the Products being delivered are not faulty and are exactly those Products which are listed and advertised by You on the Website and purchased by the Buyer and meet all descriptions and specifications as provided on the Website.

3.13

You shall keep Demoport informed at every stage of the Order Fulfillment Process, such as the time of shipment of the product and the actual delivery of the product to the Buyer by using the standard functionalities enabled on Your Merchant Dashboard. The product shall be deemed to have been safely delivered only against receipt of electronic confirmation (confirmation button provided in the Buyer Dashboard or mailed by Demoport) from the Buyer.

3.14

Demoport, at our sole discretion, may cancel (and/or direct You to stop and/or cancel) any transaction if You fail to provide Confirmation of shipment/delivery within the stipulated timeframe.

3.15

In the event of a Buyer cancelling the order placed on the Website prior to the items being shipped by You, the changed ‘Order Status’ will be displayed on Your Merchant Dashboard. You are required to check the status of the Order before shipping the products and proceed accordingly.

3.16

You agree and acknowledge that exhibiting, advertising, making available or offering for sale, selling and delivering illegal, infringing, fake, duplicate, spurious, counterfeit, refurbished products, selling expired FMCG products or previously owned Products or Products meant “not for sale” through the Website is prohibited and inter alia will cause great prejudice and harm to the reputation and goodwill of Demoport, and may also cause harm and prejudice to the Buyers and You shall not engage or attempt to engage in such activities. Further, if Demoport receives any complaint from any Buyer, or any third party or if You are found exhibiting, advertising, making available or offering for sale, selling or delivering illegal, infringing, fake, duplicate, spurious, counterfeit, refurbished or previously owned Products or Products meant “not for sale” or attempting to undertake the above through the Website, then, without prejudice to Demoport’s other rights and remedies, You shall be liable to pay such amount as determined by Demoport towards damages. You agree that this liability will not be treated as penalty and Demoport shall have all other legal rights and remedies under this Agreement and Applicable Laws. Demoport reserves the right to adjust or off set the above amount from any amount accrued or due to You or is required to be remitted to You pursuant to this Agreement.

3.17

Demoport reserves the right to demand any document related to Products listed by You including documents required for the verification of Product genuineness.

3.18

You shall not submit any incorrect, incomplete, misleading or fake documents like invoices, brand authorization certificates or any other document called for by Demoport, or re-register with another name in the event of getting delisting from the Website.

3.19

You hereby agree and acknowledge that any Product sold by You to Buyer may be refused to be accepted or taken delivery by the Buyer. You agree to accept the return of such Products whether ordered on cash on delivery mode or any other mode of payment. In case of rejection or non-acceptance of the Product by the Buyer, Demoport shall refund to the Buyer the Selling Price paid by the Buyer and Merchant shall be liable to pay the charges in accordance with the ‘Schedule of Charges’.

3.20

For the purpose of marketing or promoting the Website and other services, Demoport may run various promotional offers from time to time to the Buyers or otherwise on the Website or in relation to the Website.

3.21

All commercial / contractual terms such as selling price of the Product, dispatch, delivery of the Products, warranties, etc., are bipartite contracts between the Buyer and You. Demoport and/or the Website only play the role of an intermediary by providing a facilitating platform for third-party Merchants and Buyers to negotiate and complete transactions. Use of the electronic payment facility or the cash on delivery method shall not render Demoport liable or responsible for the non-delivery of the Products listed on the Website or for any other reason whatsoever. As a Merchant, You use the Website and the Services provided therein at Your own risk.

3.22

In the event of cancellation of an order due to non-fulfillment of such order or delay in the shipment/delivery of the product on Your part, Demoport shall be entitled to charge our Fees as mentioned in the ‘Schedule of Charges’ in respect of such cancelled order in consideration for the services provided by us to facilitate the order, and such Fees, at our sole discretion, be adjusted against subsequent remittances or independently claimed from You. In addition, You shall also indemnify us from any and all liabilities that may arise out of the cancellation/non-fulfillment of the order.

4.0

ELECTRONIC COMMUNICATION

4.1

When You use the Website or send emails or other data, information or communication to Demoport, You agree and understand that You are communicating with Demoport through electronic records and You consent to receive communications via electronic records from Demoport periodically and as and when required. Demoport will communicate with You by email or by notices on Merchant Dashboard or electronic records on the Website which will be deemed adequate service of notice / electronic record. You also agree that Demoport can provide disclosures and notices required by law about Your Demoport Account to You electronically by posting it on our Website / Your Dashboard or by emailing it to the email address listed in Your Demoport Account. To the maximum extent permitted under any applicable law, You hereby waive all Your rights to challenge the service of documents under any and all legal proceedings if the document is served on Your designated electronic address including Merchant Dashboard in terms of Information Technology Act, 2000.

5.0

COMMERCIALS

5.1

You agree to pay Demoport, the Listing Fees, Lead-sharing Charges, Demoport Marketing Fees, Transaction Enablement Charges and any other fees and applicable taxes (as applicable), as provided in the ‘Schedule of Charges’ for all the leads / orders for purchase of Products by the Buyer received by You through Website. While the payment method for Listing Fees and Lead-sharing Charges shall be on pre-paid basis, Demoport Marketing Fees and Transaction Enablement Charges shall be deducted from the Merchant Proceeds payable to You from Demoport. Demoport will issue necessary invoice(s) to You for the aforesaid charges in INR.

5.2

Demoport shall have the right to amend the fee (as provided in Clause 5.1 above) applicable to each Product category and/or add or introduce any new fee or charges and/or the Payment Cycle as provided in the ‘Schedule of Charges’ with a prior notice to You. Accordingly, prior to the implementation of the revised fee (as provided in Clause 5.1 above) or new fee or Payment Cycle for any Product, Demoport shall notify You, by way of an email and/or a notification on the Merchant Dashboard detailing such additions/modifications/ amendments/ revisions to the fee or Payment Cycle. It shall be the Merchant’s responsibility to read the emails / notifications sent by Demoport from time to time. Your use of Merchant Dashboard (including any updating any information in Merchant Dashboard, listing of Products, inventory maintenance, etc.) after additions/modifications/ amendments/ revisions of the fee (as provided in Clause 5.1 above) or Payment Cycle shall be deemed as acceptance of such additions/modifications/ amendments/ revisions.

5.3

For all orders placed on the Website, the Selling Price shall be collected by Demoport / Nodal Bank for the Merchant if the Buyer has selected digital/online payment mode while placing the order (i.e., payment gateway or gift vouchers or any pre-paid payment instruments or payment systems). You hereby authorize Demoport and/or its third party service providers including the Nodal Bank or PG Providers to process, facilitate, collect and remit Merchant Proceeds to You into a bank account designated by You (“Designated Account”). The Designated Account shall be in Your name and shall be opened and operated in accordance with all Applicable Laws, and You further represent and warrant that Your (Know Your Customer) KYC details with such Designated Account shall always be true and current. You also agree that, in doing so, Demoport will be merely acting as intermediary with the sole intent and purpose of facilitating the sale and purchase of Products through the Website. You also agree that the payment facility provided by Demoport is neither a banking service nor a financial service but is merely a facilitator/ facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through other permitted payment systems or cash on delivery, for the transactions on the Website. Further, by providing the payment facility, Demoport is neither acting as an agent, nor a trustee and nor acting in a fiduciary capacity with respect to any transaction on the Website.

5.4

Demoport shall, release the payment for fulfilled orders, subject to successful completion of the payment transaction by the Buyer, within five (5) working days from the date of receipt of Buyer Confirmation and You hereby authorize Demoport to periodically remit (electronic transfer) the Merchant Proceeds to Your designated account after deducting Demoport’s Marketing Fee, Transaction Enablement Charges and any other applicable fees as per the ‘Schedule of Charges’. You shall be liable or responsible for bank charges or other costs incurred on account of incomplete or inaccurate information provided by You with respect to Your Designated Account. In absence of any Merchant Proceeds or in the event Merchant Proceeds are not sufficient for Demoport to deduct and recover the aforesaid fee and charges, You shall promptly pay such fee and charges upon receipt of the invoice for the same from Demoport.

5.5

With respect to ‘Cash on Delivery’ payment mode, the Merchant will collect the payment directly from the Buyers against delivery of the ordered products. In such cases, the Merchant shall pay the charges payable to Demoport, as per the ‘Schedule of Charges’ upon receipt of the invoice from Demoport. The Merchant also agrees that these charges may alternatively be deducted by Demoport from the future remittances of Merchant Proceeds being made by Demoport to the Merchant.

5.6

Demoport shall, at all times, have the right and option to deduct / adjust / off-set any payments due to, or from, You in one sale transaction against any payments due from, or to, You in other sale transactions including recovery/ adjustment/ off-set of any outstanding amount due and payable by You to Demoport from any Merchant Proceeds payable to You and You authorize Demoport to such recovery, deduction, off-set or adjustment.

5.7

Unless stated otherwise, any and all fees or charges payable by You pursuant to this Agreement are exclusive of applicable taxes, and You agree to pay any taxes that are imposed and payable on such payments.

5.8

Demoport has the option to obtain an order for loWer or NIL withholding tax from the applicable statutory authorities under Applicable Law. In case Demoport 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 that point in time when tax is required to be deducted at source. Where You have deducted the taxes, You will promptly issue an appropriate tax withholding certificate for such an amount to Demoport.

6.0

OTHER OBLIGATIONS OF THE MERCHANT

6.1

You shall create and maintain all records of the Products listed on the Website and also for those purchased by the Buyers through the Website, including all taxes, returns, refunds, etc., as may be required for various purposes including regulatory compliances and for the Website’s Buyers’ service purposes.

6.2

You may appoint a representative, who shall be Demoport’s point of contact for any and all matters related to this Agreement, including all listings, sales and delivery related matters, and shall be authorized by You to communicate with Demoport regarding Your use of the Website / Merchant Dashboard, and all transactions between You and the Buyer.

6.3

You shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, its details and specifications, selling price of the Products, warranty terms, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.

6.4

You shall be solely responsible for making and delivering on any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties.

6.5

Buyers will have the option of providing Product / Merchant reviews and rating of Merchants from whom they have purchased any Products using the Website. Demoport has the right (but not the obligation) to publish all such ratings and information received from the Buyer regarding the Product / Merchant on the Website. Demoport is not obliged to monitor or modify any such ratings or reviews. You confirm that You will not indulge in any unethical activity to manipulate, directly or indirectly, the information that can affect Your rating. You further acknowledge that such ratings and reviews are the opinions of Buyers and Demoport is not responsible for such ratings and reviews.

6.6

You agree that Demoport takes no responsibility and assumes no liability for any content posted, stored or uploaded by You, Buyer or any third party, or for any loss or damage thereto, nor is Demoport liable for any mistakes, defamation, slander, feedback, libel, omissions, falsehoods, obscenity, You may encounter. Demoport is not liable for any statements, representations or content provided by its users in any public forum, personal home page or other interactive areas.

6.7

You further agree to release Demoport from all kind of claims, demands and damages (actual and consequential) related to transaction disputes raised by the Buyers and You undertake to settle such disputes with the Buyers in an amicable manner.

7.0

TAX MATTERS

7.1

You will be responsible for the invoicing, collection and payment of any and all of taxes applicable on the Product sold through the Website together with the filing of all relevant returns and compliance required under VAT / CST / Entry Tax / Cess / Local Business Tax / Service Tax / Excise / GST / Customs or any other tax applicable on the Product listed and sold by You and applicable on You according to the Central / State / Local / Municipal Applicable Laws.

7.2

You agree that it is the Merchant’s sole responsibility to determine the correct rate of applicable taxes and Demoport is not obligated to check the correctness of the same. You shall discharge Your obligations with respect to these taxes under Applicable Laws including valuation, MRP and classification of Products listed by You on the Website and for any liability arising out of Your failure to comply with these obligations You shall indemnify Demoport and other persons in accordance with this Agreement. You will issue VAT/CST invoice/credit memos as applicable including immediate correction, in case any discrepancies or errors are observed in terms of the mandatory statutory requirement prescribed under Applicable Laws. You will be solely responsible for preparing, making and filing any tax return/audit report, statutory reports and other filings and responding to any tax or financial audits of Your Products.

7.3

You will be responsible to obtain and maintain all valid Consents including but not limited to VAT / CST / Entry Tax / LBT / Cess, Luxury Tax, Entertainment Tax, Customs duty etc. applicable on Your business or transactions and at no point of time You will accept the fulfillment of any order in case the Consent or any tax registration number is cancelled by the revenue authorities. You will be responsible to provide immediate request of de-activation of Your registration in Demoport database in case of any change of ownership, restructuring or cessation of business by You.

7.4

In case of instruction from any statutory authority or in the interest of tax compliances, Demoport may ask and You agree to promptly provide Demoport requisite evidence of Your discharge of obligations relating to taxes and in case of Your failure to duly deposit and / or comply with tax obligations, Demoport shall have the right to immediately de-activate Your account and/or utilize Merchant Proceeds for discharging statutory obligations arising due to Your failure.

7.5

If Demoport is required by Applicable Law to collect any taxes from You, You will immediately pay such taxes to Demoport and Demoport shall have the right to deduct or recover the same from the Merchant Proceeds.

7.6

If for any reason, any income tax or withholding tax or any statutory dues or taxes are instructed by any statutory authority to be deducted and deposited on any payments or remittances to You including Merchant Proceeds or Selling Price, Demoport will have the right to deduct and deposit any such applicable taxes with the appropriate statutory authority and remit the balance amount to You. No claim in respect of such taxes deposited would be made by You against Demoport.

7.7

You undertake that all information provided by You in relation to Your above obligations including various registration / Consents are true, accurate and current and You will immediately update any such information in case of any changes. Demoport reserves the right to request additional information and to confirm the validity of any of Your account information (including without limitation VAT/CST/Entry Tax related registration number) from You or Government authorities and agencies as permitted by Applicable Laws and You hereby irrevocably authorize Demoport to request and obtain such information from such Government authorities and agencies. Further, You agree to provide any such information to Demoport immediately upon request. Demoport reserves the right to charge You any applicable unbilled VAT if You provide a VAT/CST/Service Tax registration number, or evidence of being in business, that is determined to be invalid.

7.8

In addition to other indemnification obligations in this Agreement, You agree to indemnify, defend and hold harmless Demoport, its affiliates and its respective officers, directors, employees, contractors , representatives and agents against any of Your taxes or the collection, payment or failure to collect or pay due taxes / Forms by You on transactions carried out by You on the Website.

7.9

Notwithstanding anything else contained herein, if subsequent to the date of You accepting this Agreement or activation of Merchant Dashboard, any new or additional taxes and similar levies in nature and any increase in the direct cost resulting from future legislation or interpretation of existing or future legislation, including and not limited to, VAT/CST, GST, R&D cess, works contract tax, services tax, excise, LBT, entry taxes, Customs duty etc. are imposed by Government/s or the concerned authorities which You are bound to pay in respect of the payments received by You in pursuance of the sale of Products or services rendered by You to Buyers on Website, then such new/additional taxes/levies shall be borne by You. Additionally, the implementation of any upward / downward change in the rates of the existing taxes/levies shall also be Your sole responsibility.

7.10

You agree that any non-compliance of taxes matters under this clause may cause prejudice or harm to the reputation and goodwill of Demoport. If Demoport is informed or aware about any such non-compliance then without prejudice to Demoport’s other rights and remedies under Applicable Laws, this Agreement or equity, Demoport shall be entitled to withhold any amount accrued to You pursuant to this Agreement including any Merchant Proceeds. Demoport shall also be entitled to off-set or withhold remittances of an amount which in its reasonable estimation is required to safeguard its interests or comply with statutory directions / instructions or to cover losses, damages, liabilities, penalties or claims and for such purpose You hereby authorize Demoport to give instructions to the Nodal Bank to release the corresponding payments to Demoport or to any relevant third party.

8.0

TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND BUYERS’ RIGHTS

8.1

You agree that Demoport’s role is that of an intermediary in the form of an online marketplace and is limited to managing the Website to permit You to exhibit, advertise, display, make available and offer to sell the Products and other incidental services to facilitate the transactions between You and the Buyers. Accordingly, the contract for sale of any of the Products shall be a bipartite contract between You and the Buyer. At no time shall Demoport have any obligations or liabilities in respect of such contract nor shall Demoport hold any title in the Products. The title in the Products and other rights and interest in the Products shall directly pass on the Buyer from the Merchant in accordance with the terms of this Agreement.

8.2

The ownership (i.e. title) and risk in the Product purchased will get transferred from the Merchant to the Buyer free of any lien, charge, encumbrance or any third party interest after successful delivery of such Product at the delivery address provided by the Buyer on the Website at the time of ordering, and until such time the ownership and risk in the Products shall vest with the Merchant alone. As a market place, Demoport’s role is limited to facilitating the smooth functioning of the transaction between You and the Buyer. Any damage in transit on account of inadequate / unsuitable packaging / any other reasons will be to the account of the Merchant.

8.3

You will offer standard manufacturer’s or Merchant’s warranty actually associated with the Products. Further, in the event You are not the manufacturer of the Products, You will pass on the warranties provided by the original equipment manufacturer / original manufacturer of the Products to the Buyer at the time of sale of the Products. You agree that the options of repair, replacement or 100% (one hundred percent) refund of Selling Price will be provided by You to the Buyer in the event of any manufacturing defect or damage in relation to the Product. You shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer’s complaints will rest solely with You at all times.

8.4

The bi-partite relationship between You and the Buyer for any transaction between You and the Buyer on or through the Website shall be further subject to the Standard Terms of Sale available on the Website.

8.5

During the course of Your dealing with the Buyer on or through the Website, You may receive or be provided certain personally identifiable information or sensitive personal information of the Buyer. You shall keep such information strictly confidential and shall not disclose or reveal such information to any third party. In addition to the above confidentiality and non-disclosure obligation, You shall ensure that Your dealing with Buyer’s information shall not lead to Demoport’s breach of the Privacy Policy with respect to such Buyer’s information.

9.0

AUDIT

9.1

Demoport shall have the right to inspect and audit Your records and premises / place of business through itself or through our approved third parties in case the same is required to ensure Demoport’s compliance of Applicable Laws or any statutory obligations / instructions.

10.0

REPRESENTATIONS AND WARRANTIES

10.1

The Parties hereby represent and warrant to each other as under:

10.1.1

The Parties have all requisite power, authority and competency to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and

10.1.2

The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing contract or Applicable Law.

10.2

In addition, the Merchant represents, undertakes and warrants that, at all times during the Term of this Agreement, it will:

10.2.1

Use the Website and Service provided therein only for lawful purposes and in a lawful manner.

10.2.2

deal honestly, fairly, and in good faith with both Buyers and Demoport;

10.2.3

not exhibit, advertise, make available, offer for sale, sell or deliver any Prohibited Products or counterfeit or fake products on the Website;

10.2.4

not to claim or represent any refurbished products or second hand products as “new‟ or “unused”, as the case may be;

10.2.5

deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement;

10.2.6

exhibit, advertise, make available, offer, sale, deliver the Products in accordance with all Applicable Laws;

10.2.7

comply with all Applicable Laws and Regulations in the performance of this Agreement;

10.2.8

procure and shall maintain all Consents required for exhibiting, advertising, making available, offering, selling, delivering the Products;

10.2.9

attend to, and resolve, the Buyers’ queries with regard to the delivery of the Products and the quantity and quality of the Products immediately from the date of receipt of such query;

10.2.10

ensure that every Product exhibited, advertised, made available, offered or sold on the platform is manufactured / imported in compliance with the Applicable Laws;

10.2.11

ensure that the Selling Price of all the Products offered on the Website shall be either equal to, or less than, the Maximum Retail Price (MRP) of that Product, as may be determined in accordance with Applicable Laws. The MRP, along with other statutory declarations, shall be mentioned on each Product and/or on its packaging in accordance with Applicable Laws. You confirm that selling and delivering Products above MRP or any type of misrepresentation related to MRP, discounts etc. or indulging in any other unlawful/ unethical practice through the Website will cause great prejudice and harm to the reputation and goodwill of Demoport and in case of any such complaint, You shall be liable to pay or compensate such amount as determined by Demoport. You agree that this liability will not be treated as penalty and Demoport shall have all other legal and contractual rights and remedies under this Agreement and Applicable Laws. In addition to this, Your Products will be immediately delisted from Demoport and all Your rights will be revoked;

10.2.12

not re-register with another name in the event of delisting due to any reason pursuant to this Agreement.

10.3

The Merchant hereby declares and represents that it deals only in original, new, unboxed, unused, legitimate and genuine Products which are either self-manufactured and/or procured from legitimate channels or wherever required and Merchant has authority to deal in / sell such Products and in compliance with Applicable Laws. Where the Merchant deals in refurbished or second-hand products, the Merchant shall not list or advertise the Products on the Website stating these are new or unused.

10.4

The content of the Products, the text descriptions, graphics or pictures regarding the Product being uploaded on the Website and the Product packaging, shall not be obscene, libelous, defamatory or scandalous or which is capable of hurting the religious sentiments of any segment of the population or constitute an infringement of any intellectual property rights of any person or entity. All such content and information shall be in compliance with Applicable Laws as Well as Demoport’s Terms of Use, Terms of Sale and Privacy Policy published in the Website.

10.5

Nothing contained in this policy or in any other agreement entered by the Merchant with Demoport shall deem to grant any rights to You, in any intellectual property owned by Demoport. The Merchant represents that the Merchant shall not, at any time, use any intellectual property of Demoport in any manner without the prior written consent of Demoport. The Merchant also represents that the Merchant shall not purchase any Demoport meta tags on the Internet without the prior written consent of Demoport.

10.6

The Merchant represents and warrants that if the Merchant is found indulging in providing false or misleading information or provision of defective or counterfeit Products, or is infringing any third party’s intellectual property rights, then Demoport may initiate civil and/or criminal proceedings against the Merchant and Demoport may, at its sole discretion, suspend, block, restrict, or cancel the Merchant’s registration on the Website and /or disqualify / bar the Merchant from selling the Products on the Website.

11.0

DISCLAIMER

11.1

THE WEBSITE, MERCHANT DASHBOARD AND THE SERVICES INCLUDING THIRD PARTY SERVICES, ALL CONTENT, FUNCTIONS, SOFTWARE, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED ON "AS-IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, DEMOPORT MAKES NO WARRANTY THAT (I) THE WEBSITE, MERCHANT DASHBOARD OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR REQUIREMENTS OR YOUR USE OF THE WEBSITE, MERCHANT DASHBOARD OR ANY THIRD PARTY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, MERCHANT DASHBOARD OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE WEBSITE, MERCHANT DASHBOARD OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS OR DEFECTS IN THE WEBSITE, MERCHANT DASHBOARD OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEMOPORT OR THROUGH THE WEBSITE / MERCHANT DASHBOARD SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT AND THE TERMS OF USE PUBLISHED IN THE WEBSITE.

12.0

INTELLECTUAL PROPERTY RIGHTS

12.1

Both Parties agree that all intellectual property, including any brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and, except as provided in this Agreement or permitted under Applicable Laws, cannot in any circumstances be used, or copied, or altered in any manner. Further, except as provided in this Agreement or permitted under Applicable Laws, neither Party may use any intellectual property, including any brands / logos, or trademarks, which is identical/ similar to the brands/logos/trademarks of the other Party without being specifically authorized in writing by that other Party.

12.2

The information and data (including personal and sensitive information and data) of the Buyer or any user of the Website shall be proprietary to Demoport and Demoport shall alone retain all rights including all intellectual property rights in such information and data. No rights in or to such information and data are deemed to have been granted to the Merchant. To the extent Merchant derives any rights in such information and data by virtue of it undertaking the sale and purchase transaction with a Buyer, the Merchant shall hold such rights in trust for Demoport and the Merchant shall do and undertake all such acts to exclusively assign such rights in the information and data to Demoport. The Merchant further agrees that (a) all such data and information shall be treated as Confidential Information of Demoport for the purposes of this Agreement, irrespective of whether whole or part of such data is available in public domain; (b) Demoport being the owner and proprietor of such data and information shall be entitled to use, store and exploit the same in any manner as may be deemed fit by Demoport and in accordance with Demoport’s privacy policy as provided on the Website from time to time; and (c) Merchant shall not use such information and data other than selling the Products through Website or required for law enforcement purposes and shall in no way sell, transfer or otherwise exploit such information and data.

12.3

You hereby authorize Demoport to use and include Your trademarks (as may be provided by You from time to time) and Your corporate name on the Website and in any directory or promotional material produced in connection with the promotion of the Website or the Products offered by You on the Website without any license fee or royalty and such usage shall be without any consideration.

12.4

You acknowledge that Demoport is merely an intermediary with respect to the Products listed on the Website. However, on receiving written notification of any alleged infringement of third party intellectual property rights due to exhibition, advertisement, display or offer for sale of any Products/third party trademark or copyrighted matter on the Website (including availability or sale of counterfeit goods on the Website), Demoport shall, in compliance with Applicable Laws, remove / delist the allegedly infringing Products / content from the Website, with or without prior notice to You and shall have the right to provide Your information, data and details to the person from whom such notification is received or such person’s principal.

12.5

By submitting materials to Demoport for Your use of Website, You hereby grant Demoport and its affiliates a worldwide, perpetual and for as long thereafter as You are permitted to grant the said licence, royalty-free license (which may be exercised only in connection with our promotion and / or distribution of Your Products) to do the following:

i. make reasonable modifications to the submitted materials;
ii. use, copy and distribute materials and modifications for our internal business purpose;
iii. use, copy, distribute and display materials and modifications on the internet and on other means of electronic or digital commerce to promote the Website or Your Products;
iv. use all trademarks and trade names associated with the materials.

12.6

Demoport will be the exclusive owner of any permitted modifications that it may create. By submitting materials, You warrant that You have full authority to grant the licenses described above, that You have not misrepresented Your identity in any manner, that any factual information You submit is true and accurate and that Demoport and its affiliates exercising their license rights will not violate any proprietary rights of any third party.

12.7

The ownership of the Website shall always vest with Demoport (or its assignees) and Demoport shall make reasonable efforts to deal with any technical issues affecting the Website (such as, for instance, the Website becoming inoperative). Demoport does not warrant that the Merchant will be able to use the Website and exhibit, advertise, offer for sale the Merchant’s Products at all times or locations on the Website or that the Website and the services provided through the Website will be uninterrupted or error-free or that the defects will be corrected by Demoport.

12.8

Merchant acknowledges that Demoport hereby reserves all rights except those expressly granted herein, and that no right or license will arise by implication, estoppels or otherwise by operation of law. Merchant shall not and shall not cause to reverse engineer, disassemble or decompile any application, software or other material or objects associated with the Website.

13.0

BUSINESS INTEGRITY AND ANTI BRIBERY

13.1

The Parties agree to conduct all their dealings in an ethical manner and with the highest business integrity.

13.2

The Merchant agrees to exercise utmost caution and comply with high ethical standards and adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind in the course of their dealings with Demoport or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed seriously and Demoport reserves the right to take all appropriate actions or remedies as may be required under the circumstances.

13.3

Demoport has the right to investigate any reported violations of its policies or complaints about unethical behavior or business conduct by an employee or hired persons of the Merchant and the Merchant shall provide all possible assistance to Demoport for completing the investigation and take any action that Demoport deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension of account, termination of service and denying access. In the event of Demoport determining or suspecting a possible violation of any law or regulation, Demoport reserves the right to immediately report the same to appropriate law enforcement authorities / regulators.

14.0

LIMITATION OF LIABILITY

14.1

Merchant’s acknowledgements: Merchant acknowledges that Demoport has made and is in the process of making substantial investment both monetary, knowhow and otherwise to establish its trade name among users, Merchants and general public so as to create a goodwill connoting a specific manner in which goods and services can be presented on and sold through the Website. The Merchant further recognize that overall success of the Website and trade names of Demoport and its affiliates depends on the users of the Websites and how public in general perceives Website as a trusted online and electronic marketplace to buy and sell goods and services.

14.2

NOTWITHSTANDING ANYTHING CONTRARY CONTAINED IN THIS AGREEMENT, IN ANY EVENT DEMOPORT AND ITS AFFILIATES SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), TO THE MERCHANT OR ANY OTHER PERSON OR ENTITY 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 OR COST OF PROCUREMENT) ARISING OUT OF OR IN RELATION THIS AGREEMENT EVEN IF DEMOPORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Demoport’s entire liability to Merchant under this Agreement or under any Applicable Law or equity shall be limited solely to actual and proven direct damages sustained by the Merchant as a result of the gross negligence or willful misconduct of Demoport in the performance of its respective services and other obligations under this Agreement. In no event shall Demoport be liable, vicariously or otherwise, to the Merchant 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 Demoport Marketing Fee actually paid by Merchant to Demoport in relation to the Products in dispute

15.0

CONFIDENTIALITY

15.1

You acknowledge that during the existence of this Agreement, You will have access to confidential information of Demoport and its affiliates and their respective third parties which shall include the data and information of Buyer or any user of the Website. You undertake to keep strictly confidential all data, reports and other confidential information supplied to You by Demoport or You have the access under this Agreement and shall not sell or otherwise make that information available to any third parties and shall not use the confidential information solely in connection with this Agreement.

16.0

INDEMNIFICATION

16.1

In addition to any other indemnification obligation of the Merchant in this Agreement, the Merchant shall indemnify and hold harmless Demoport, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, settlement, claims, costs, taxes, penalty and expenses (including, without limitation, reasonable attorneys‟ fees) incurred by reason of (i) any breach or alleged breach by the Merchant; (ii) any violation by the Merchant of Applicable Law or Consents or Merchant not obtaining any Consent; (iii) any breach by the Merchant of any Demoport Policies or any other policies; (iv) any infringement and passing off of intellectual property rights of any third party; (v) breach of Your obligations relating to taxes or the collection, payment or failure to collect or pay Taxes; (vi) Your breach of legally binding product and / or public liability; (vii) the Products or the content of the Products; or (viii) any cheating, misappropriation, fraud or illegal activity of Merchant or any its employees or representatives.

16.2

Merchant shall be under an obligation to ensure that Demoport is not made a party to any third party claims and shall promptly and unilaterally take adequate steps to absolve Demoport from any liability of any nature whatsoever, either present or anticipated.

16.3

Demoport shall be entitled to off-set an amount which in its reasonable estimation is required to safeguard its interests or comply with statutory directions / instructions or to cover losses, damages, liabilities, penalties or claims or towards the indemnification obligation of the Merchant herein contained.

16.4

Merchant shall notify Demoport of any claims made against the Merchant, in relation to its use of the Website / sale of Products to Buyers on the Website, within 3 days of receipt of any notices, or knowledge of such claim by the Merchant. In case Demoport, at its sole discretion, determines that any claim (brought to its notice by You or otherwise) might affect Demoport, You shall not consent to any settlement or further proceedings without Demoport’s prior written consent.

17.0

ASSIGNMENT

17.1

The rights and obligations under this Agreement shall not be assigned or transferred by You to any third party whomsoever, during the Term of this Agreement and any such assignment shall be void.

17.2

Demoport shall be entitled to transfer or assign any or all of its rights and/or obligations under this Agreement to a third party without a prior written notification to You or any requirement to obtain Your consent.

18.0

SUSPENSION AND TERMINATION

18.1

This Agreement may be terminated:

i. By Demoport, with immediate effect, if You are in breach of any of its terms and/or any of the Demoport Policies, provided that, instead of terminating this Agreement, Demoport may, at its discretion, delist or disable Your listings from the Website and/or temporarily or permanently disable Your access to Merchant Dashboard and/or User ID;
ii. By Demoport, without any reason, by giving You a prior written notice of seven (7) days;
iii. By Merchant, with 30 (thirty) days prior written notice to Demoport (to its Grievance Officer), unless specifically stated to the contrary in this Agreement; or
iv. By Demoport, with immediate effect, if a petition for relief under any bankruptcy or insolvency is filed by or against You, or You make an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed for all or a substantial part of Your assets.

18.2

Demoport also has the right to suspend Your access to the Merchant Dashboard (instead of terminating the Agreement) for any period of time (during which time period You shall not be permitted to sell Your Products on the Website) on the occurrence of any of the termination triggers specified in Clause 18.1 above or without any reason as stated in 18.1(ii) above

19.0

CONSEQUENCES OF TERMINATION

19.1

On termination of this Agreement:

19.1.1

Demoport will, with immediate effect, block your access to the Merchant Dashboard and/or Website and consequently, you will not be able to offer any Products to the Buyers thereafter; and.

19.1.2

You shall return to Demoport all the confidential information of Demoport and all other properties and materials belonging to Demoport. Where the confidential information cannot be returned in material form, You shall destroy all of Demoport’s confidential information and shall provide Demoport with a certificate of destruction with respect to the same.

19.2

A Merchant, whose arrangement under this Agreement has been terminated by Demoport for any reason whatsoever, shall not have the right to re-register himself / itself as a Merchant on the Website at any time after such termination, unless Demoport, in its discretion, permits such re-registration.

19.3

It is agreed that the provisions set out in clause 7 to 18, 19, 20, 21, 22 and all those provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties.

19.4

On the termination of the Agreement, You will be entitled to only the Merchant Proceeds which have become due to You on account of any purchase of the Products, made through the Website, prior to the date of termination of this Agreement. Demoport shall be entitled to adjust and off-set any monies, due from You to Demoport till the date of termination, from the Merchant Proceeds payable to You on termination.

19.5

Without prejudice of the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.

19.6

Termination of this Agreement or suspension of any rights of Merchant under this Agreement shall not relieve Merchant of its duties and obligations towards the Buyer after the Buyer has purchased the Product listed by Merchant on the Website.

20.0

DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

20.1

Any dispute between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, including any amendments or re-enactments thereto to be adjudicated by a sole arbitrator to be appointed by Demoport. Arbitration shall be held at Chennai, India. The proceedings of arbitration shall be confidential and exclusively conducted in the English language. The arbitrator’s award shall be final and binding on the Parties. During the pendency of the arbitration proceedings or any judicial proceedings, Demoport shall have the right, to be exercised in its sole discretion, to suspend the Merchant Dashboard access or any other access of the Website to the Merchant.

20.2

The Agreement shall be governed by and construed in accordance with the laws of India, without reference to rules governing choice of laws. Except for any equitable relief, for which a Party may approach any court having competent jurisdiction, the courts of Chennai, India, shall have exclusive jurisdiction in connection with this Agreement. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. You shall not accept this Agreement and use the Website if You do not wish to submit to the aforesaid laws and jurisdiction.

21.0

AMENDMENT

21.1

Demoport may amend the terms and conditions of this Agreement and the Demoport Policies at any time in its sole discretion by intimating You by way of notification on the Merchant Dashboard and/or by sending an email to the email ID provided in the Merchant Registration Form. It is Your responsibility to review amendment notifications from time to time.

21.2

YOUR USE OF WEBSITE IN YOUR CAPACITY AS MERCHANT OR YOUR USE OF MERCHANT DASHBOARD AFTER ANY MODIFICATION, AMENDMENT OR REVISION BEING SO NOTIFIED SHALL BE DEEMED AS YOUR ACCEPTANCE OF SUCH MODIFICATION, AMENDMENT OR REVISION.

22.0

GENERAL PROVISIONS

22.1

Force Majeure: Any delay in or failure to perform any obligations by the Parties under this Agreement shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of the Party committing default, including but not limited to technical crash/downtime of Website, acts of the government authorities, acts of God, fire, flood, explosion, riots, war, rebellion, insurrection, sabotage and non- cooperation of third parties. Provided, however, that Merchant shall give prompt written notice within a period of two (2) days from the date of the force majeure occurrence to the Demoport. You shall use all possible efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes of force majeure are removed. During a force majeure condition You shall give first priority to complete or fulfill the orders You have received through the Website.

22.2

Entire Agreement: This Agreement, including the Demoport Policies incorporated herein by reference, shall constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersedes / cancels all prior and contemporaneous agreements, representations and understandings, whether written or oral or in electronic form between the Parties in connection with the subject matter hereof. The parties further state that there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein.

22.3

Notices: Any notice or other communication to be given hereunder will be in writing and in English language and given by facsimile, post-paid registered, certified mail return receipt requested, or electronic mail. Notice to You shall be issued at the address including electronic address provided by You in the Merchant Registration Form, as amended by You from time to time.

22.4

No Partnership or Agency:- Merchant and Demoport are independent contractors, and nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, association of persons, agency (disclosed or undisclosed), franchise or employment relationship between the Parties and no Party shall hold himself out as an agent for the other Party. As an abundant caution, it is clarified that Demoport shall not have any right to conclude any contract for sale or purchase of Products for and / or on behalf of the Merchant and both parties have entered this agreement on principal to principal basis.

22.5

No Waiver: No failure or delay on part of any Party hereto in exercising any rights or remedies hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other rights or remedies by such Party. All waivers to be valid shall be in writing and signed by the Party whose rights are thereby waived. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein (whether similar or not), nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided.

22.6

Severability: If any provision of this Agreement is held by any Court or other competent authority to be invalid, illegal or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement, and the remaining provisions of this Agreement shall be given full force and effect. Further, this Agreement shall be deemed amended to revise or modify such provision to the extent necessary to render them enforceable.

22.7

Rights and Remedies Supplementary: The rights and remedies of Demoport available under this Agreement are supplementary to, and in addition to, any rights and remedies available to Demoport elsewhere or under Applicable Law or in equity.

22.8

Construction: This Agreement represents the negotiated agreement of the Parties, with the advice and assistance of counsel, and shall not be construed against either party as the drafter thereof. This Agreement is written in English and the controlling language of the Agreement shall be English.

22.9

Grievance Officer: In compliance with Information Technology Act, 2000 and the rules made thereunder, the Grievance Officer of Demoport for the purpose of this Agreement shall be Mrs. Sujatha Nandhagopal with email address: [email protected]. Demoport may change the aforesaid details from time to time.

ANNEXURE - I

Demoport’s List of Prohibited Products

The following list of products are prohibited from being sold on Demoport.in. This is only an indicative list and not exhaustive and Demoport reserves the right to add more products / categories to this list from time to time.

1. Adult Products and Pornographic/ Obscene Materials (including child pornography) in any form (Print, audio/video, MMS, images, photographs, etc.)
2. Alcohol
3. Animals, whether live or dead including its parts and products
4. Any article/material/service which cannot be exhibited, advertised, made available, offered for sale at e-commerce platforms/ technology due to restrictions/conditions for sale of those articles / material/ service unless all those conditions are met pursuant to the Applicable Laws
5. Goods /articles/material/services that are legally prohibited to be sold in India.
6. Any item/material which may assist in performance of any illegal or unlawful activity
7. Counterfeit Goods and goods/materials infringing any intellectual property rights
8. Currency, Negotiable Instruments, etc.
9. Endangered species of animals and plants, whether alive or dead
10. Fire Arms, parts thereof, Ammunitions, Weapons, knives, sharp edged and other deadly Weapons, and parts of, and machinery for manufacturing, arms, but does not include articles designed solely for domestic or agricultural uses such as a lathi or an ordinary walking stick and Weapons incapable of being used otherwise than as toys or of being converted into serviceable Weapons
11. Financial Services
12. Grey market product
13. Hazardous and restricted materials including but not limited to acid, fireworks, explosives, flammable adhesives, poison, hazardous chemical, oil-based paint and thinners (flammable liquids), industrial solvents, insecticides & pesticides, machinery (containing fuel), Fuel for camp stoves/lanterns/heating elements, infectious substances etc.
14. Human Parts and Remains
15. Invoices (including blank, pre-filled, or value added invoices or receipts)
16. Liquefied Petroleum Gas cylinder
17. Maps and literature where Indian external boundaries have been shown incorrectly
18. Tobacco, Drugs, Narcotics and Psychotropic Substances
19. Government related items/ equipment’s (used by Police/Armed Forces/Government Officials)
20. Prescription Medicines and Drugs
21. Racially/ethnically/religiously offensive materials
22. Radioactive Materials
23. Reptile skins
24. Sex Determination Kit
25. Stocks and Securities
26. Stolen Properties
27. Unauthorized Copies of Intellectual Property / URLs / Domain Names
28. Veterinary Products and Drugs for animals
29. Wildlife Products
30. Any other sanctioned or prohibited items as per law.
31. Passports, other government issued IDs, Licences, Personal documents
32. Any other items deemed unfit for carriage by Demoport

ANNEXURE - II

SCHEDULE OF CHARGES

Demoport charges are classified into two. ie., Pre-order Charges and Post-order Charges.

Pre-order Charges

Listing fees and lead-sharing charges come under the pre-order charges. These charges are determined as detailed here below.

i. Listing Fees : This is applicable only for B2B Products. Customized packages are offered based on the products, listing tenure and the brands they deal in.

Payment Type : Pre-paid basis. Merchants shall pay the full payment in advance for the whole tenure. Payments are collected online using the Payment Gateway services available on the Website.

ii. Lead-sharing Charges : This is applicable for all the products and are arrived at based on the value of the product as detailed here below.

Sl.No.	Product Value	Lead Sharing Charges*
1	< Rs.1000/-	Rs.10/- per lead
2	Rs.1001-3000/-	Rs.20/- per lead
3	Rs.3001-6000/-	Rs.25/- per lead
4	Rs.6001-10000/-	Rs.50/- per lead
5	Rs.10001-15000/-	Rs.60/- per lead
6	Rs.15001-20000/-	Rs.75/- per lead
7	Rs.20001-30000/-	Rs.95/- per lead
8	Rs.30001-50000/-	Rs.150/- per lead
9	Rs.50001-75000/-	Rs.200/- per lead
10	Rs.75001-100000/-	Rs.225/- per lead
11	Rs.100001-200000/-	Rs.240/- per lead
12	Rs.200001-300000/-	Rs.280/- per lead
13	Rs.300001-400000/-	Rs.320/- per lead
14	Rs.400001-500000/-	Rs.370/- per lead
15	Rs.500001-600000/-	Rs.420/- per lead
16	Rs.600001-800000/-	Rs.450/- per lead
17	Rs.800001-900000/-	Rs.470/- per lead
18	Rs.900001-1100000/-	Rs.500/- per lead
19	Rs.1100001-1500000/-	Rs.550/- per lead

For enquiries / leads for custom-designed products and products valued above Rs.1500000/-, a flat rate of Rs.600/- will be charged.

Notes : Lead-sharing charges shall not apply when a buyer skips the booking process and makes the purchase directly Charges are exclusive of applicable taxes. Taxes will be charged based on the rates prevalent at the time of transaction.

Payment Type : Pre-paid basis. Merchants shall pay a deposit amount and the applicable lead- sharing charges are debited to this deposit amount as and when an enquiry / booking is shared with the Merchant. Merchants can periodically top up the deposit amount on the Merchant Dashboard using the Payment Gateway services available on the Website.

Post-order Charges

Marketing Fees and Transaction Enablement Charges come under the post-order charges and the details are here below.

Marketing Fees

Merchant shall pay the following as Marketing Fees on each successfully completed transaction.

Sl.No.	Product Category	Marketing Fees
1	Home Electronics	4.2%
2	Home & Kitchen Appliances	4.6%
3	Computers & Laptops	3.3%
4	Cameras	4.6%
5	Mobiles & Tablets	3.7%
6	Inverters	4.2%
7	Solar Products	4.6%
8	Water Treatment Plants	5.1%
9	Bikes & Automobiles	1.0%
10	Realty	1.0%
11	All accessories	6.0%
12	Services	6.0%
13	Precious Jewellery	1.5%
14	Fashion Accessories & Jewellery	8.7%
15	Personal Care Products	7.3%
16	Health & Nutrition Products	9.1%
17	Pet Supplies	9.6%
18	Home Furnishings	8.7%
19	Furnitures	6.0%
20	Sports Equipments	5.0%
21	Bags & Luggages	8.2%
22	Kids & Baby Products	7.3%
23	B2B Products	2.4%

Transaction Enablement Charges

Merchant shall pay the following as Transaction Enablement Charges on each successfully completed transaction.

Payments made digitally (in full) - Rs.20/- or 2.4% of the Order Value, whichever is higher

Payments made digitally (EMI) - 2.8% of the Order Value

Payments made by cash (COD) - Rs.20/- or 0.6% of the Order Value, whichever is higher

Extra payout for orders and referrals from Demoport Associates

Merchants can, at their option, engage the services of Demoport Associates for increasing their sales volumes. Demoport Associates may, based on their profile and domain knowledge, sell or generate referrals for the products listed by the Merchants.

Merchants will have to make an extra payout for orders and referrals coming from the Associates over and above the Marketing Fee and Transaction Enablement Charges payable to Demoport.

Such charges shall be mutually determined between Demoport and Merchants and thereafter Demoport shall start engaging Associates for those Merchants.

Referral Fee is payable once the lead gets converted into a sale.
Order Commission is payable once the payment is released by the Buyer.

Notes :

Demoport reserves the rights to revise the above charges from time to time, at its absolute discretion, in the manner as explained in the Merchant Agreement.

Demoport also reserves the right to customize these standard charges for Merchants based on varying market conditions and other business factors.

For orders received on the Website by the Merchant directly through his own sources, only the Transaction Enablement Charges (digital payments) shall apply.

Transaction Enablement Charges for COD transactions of such orders shall be NIL.

Charges are exclusive of applicable taxes. Taxes will be charged based on the rates prevalent at the time of transaction.

Charges for Cancelled Orders / Product Returns

Pre-shipment Cancellations - No charges

Cancellations due to stock-outs / delivery delays – Marketing Fee & Transaction Enablement Charges will apply

Post-delivery Returns / Customer Non-Acceptance - Transaction Enablement Charges will apply

Merchant Agreement

Demoport’s List of Prohibited Products

SCHEDULE OF CHARGES

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Merchant Agreement

Demoport’s List of Prohibited Products

SCHEDULE OF CHARGES

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Online Plus Shopping

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