Terms of Use

This document is an electronic record in terms of Information Technology Act, 2000 (“IT Act, 2000”), the applicable rules thereunder and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 that require publishing the rules and regulations, privacy policy and Terms of Use for access to or usage of https://seller.flipshop.co

The domain name  https://seller.flipshop.co including the related mobile site and mobile application (hereinafter referred to as “Platform” ) is owned and operated by ANS Digital Private Limited(hereinafter referred to as 'ANS' ), a company incorporated under the Companies Act, 1956, with its registered office at B-1/E-13, First Floor Mohan Co-operative Industrial Estate, Mathura Road New Delhi South Delhi DL 110044 IN

This document lays down the terms and conditions under which the Platform provides services (“Services”)to sellers by giving them the ability to create and manage their online stores and offering integrations with payments and logistics services providers for seamless completion of sale (“Seller Website”).

For the purpose of the Terms of Use (hereinafter referred to as “ToU” ), wherever the context so requires,“Seller”, ‘you’ and ‘your’ shall relate to any natural or legal person who has agreed to become a Seller on the Platform by providing registration data while registering on the Platform using computer systems. The word ‘user’ shall collectively imply a Seller, a Buyer, and any visitor on the Platform and the terms ‘we’, ‘us’ and ‘our’ shall mean ANS.

Your use of the Platform and the features therein is governed by the following terms and conditions (ToU) including applicable policies available on the Platform, notifications and communications sent to you on the Platform and the Service Agreement agreed by you (“Service Agreement”) hosted on the Platform. If you transact on the Platform, you shall be subject to the policies that are applicable to the Platform for such a transaction. By mere use of the Platform you shall be contracting with ANS and these ToUs including the policies constitute your binding obligations to ANS.

ACCESSING, BROWSING, OR OTHERWISE USING THE PLATFORM INDICATES YOUR AGREEMENT WITH ALL THE TERMS AND CONDITIONS UNDER THE ToU. PLEASE READ THE ToU CAREFULLY BEFORE PROCEEDING. By implicitly or expressly accepting the ToU, you also accept and agree to be bound by all of ANS’s policies applicable to you, as amended, from time to time.

When you use any current or future services provided by us through the Platform you will be subject to the rules, guidelines, policies, terms and conditions applicable to such services and they shall be deemed incorporated into the ToU and considered a part and parcel of the ToU. We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the ToU at any time. We will notify you through any of the communication modes mentioned in this ToU in case of any changes or updates to the ToU that materially impact your use of the Platform.  Your continued use of the Platform following the changes or updates will mean that you accept and agree to the revisions. As long as you comply with the ToU, we grant you a personal, non-exclusive, non-transferable, and limited privilege to enter and use the Platform.

Seller Eligibility

The use of the Platform is available only to persons who can form legally binding contracts under the Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872, including minors, undischarged insolvent etc. are not eligible to use the Platform. If you are a minor i.e. under the age of 18 years, you shall not register as a Seller on the Platform, transact or use the Platform. ANS reserves the right to terminate your registration and/or refuse you access to the Platform if it is brought to ANS’ notice or discovered that you are under the age of 18 years. If you register as a business entity, you represent that you are duly authorised by the business entity to accept the ToU and you have the authority to bind the business entity to the ToU.

Your Account and Registration Obligations

In the course of your use of the Platform, you agree to furnish your details and information as requested by us from time to time including, but not limited to, the following information, to register as a Seller :

• Seller Complete Name

• Seller Complete Address

• Seller Complete Contact details

• eller Grievance Officer details for Consumer Complaints

• Phone no.

• Email Address

• GSTIN

• PAN

• Business Pan

• Pincode

• Pick-up Address

• Bank A/c Details

• Account Holder Name

• ancelled Cheque

• Signature

• Display Legal Name

• Legal Name / Trade Name

• Contractual information (SLA)

• Total price in single figure of any goods / service (break up price / charges, if any)

• Relevant details of goods including Manufacturer / Packer / Name and Complete Address

• Relevant details of imported goods including Name and details of Importer with correct Country of Origin (Country’s full name)

• Relevant guarantee or warranties applicable to all goods / services you are selling on the platform.

• Contractual information (SLA)

You agree that you have necessary licences and permits for the sale on the Platform which shall be including but not limited to the licences required by all applicable laws.You shall remain responsible for maintaining confidentiality of this information, as well as your display name, login and password details. You agree that if you provide any information which is untrue, inaccurate, not current, or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with the ToU, we shall have the right to suspend or terminate your account on the Platform or indefinitely block you from accessing the Platform.

Seller Account Deactivation

As per our policy, a Seller may request for deletion of the account by contacting the Seller Support at [email protected] for a closure of the account. The Seller support shall ensure smooth closure of transactions which have been made prior to his closure request and this will be available to the said Seller for downloading payment and taxation reports, if required. After 90 days, the Seller would be required to reach out to us confirming that he has downloaded the reports and requesting for a deactivation again. Upon receiving this confirmation, the Seller’s account will be deactivated provided there are no outstanding payments due from the Seller, with certain information being retained by ANS at all times, such as registered mobile number, registered email ID, GSTIN and other transaction related information. Such information is being retained for audit purposes and to prevent fraudulent acts by the Sellers in the future. If a Seller decides to commence business with ANS again, he/she will not be able to create a new account but the older account can be restored if it is required.

Communications

When you use the Platform or send emails, other data, information, or communication to us, you agree and understand that you are communicating with us through electronic records and you consent to receive communications via electronic records from us periodically or as and when required. We may communicate with you by email or any other mode of communication, electronic or otherwise.

Transactions and Communications on the Seller Website

ANS provided Services under the Service Agreement to the Seller through the Platform which enables the Sellers to utilise and to create, build, own, possess its own website, which is the Seller Website and list products for sale independently and integrate the Seller with payment gateways and logistic service providers to fulfil the orders made by Buyers on the Seller’s website. ANS is not and cannot be a party to any transaction or dispute between Buyers or Sellers on the Seller’s Website.

Consequently:

1.

All commercial / contractual terms for purchase of Seller’s products are offered by the Seller on the Seller Website and the terms and conditions are agreed upon between the Seller and Buyers on the Seller’s website. The commercial / contractual terms for purchase / sale of products terms on the Seller Website includes (without limitation) the product, price, shipping costs, payment methods and terms, date, period, and mode of delivery, and warranties and after-sales services related to products and services. ANS does not determine, advise, have any control, or in any way involve itself in the offering or acceptance of such commercial / contractual terms between Seller and Buyers.

2.

ANS does not make any representations or warranties regarding specifics (such as quality, value, and saleability) of the products or services proposed to be sold by the Seller, offered to be sold or purchased on the Seller Website. ANS does not implicitly or explicitly support or endorse the sale or purchase of any products and services on the Platform or the Seller Website. ANS accepts no liability for any errors or omissions of Seller or third parties in relation to the products and services listed on the Seller Website.

3.

The Services provided by ANS does not constitute an online marketplace, and any contract of sale made through the Services is directly between Seller and the Buyer on the Seller Website. ANS is not responsible for any non-performance or breach of any contract between Seller and Buyer on the Seller Website. ANS cannot and does not guarantee that Seller and Buyers concerned will perform transaction(s) concluded on the Seller Website. ANS shall not and is not required to mediate or resolve disputes or disagreements between S

Use of the Platform

You agree and understand that ANS and the Platform merely provide hosting services to its registered users and persons browsing / visiting the Platform. All items advertised / listed and the contents therein are advertised and listed by registered users and are third party user generated contents. ANS shall bear no responsibility or liability in relation to or arising out of third party user generated content. ANS neither originates nor initiates the transmission nor selects the sender and receiver of the transmission nor selects nor modifies the information contained in the transmission. ANS is merely an intermediary and does not interfere in the transaction between Buyers and Sellers.

You agree and understand that ANS and the Platform merely provide hosting services for online stores and integrations for payments and logistics services to its registered users and persons browsing / visiting the Platform. All items advertised / listed and the contents therein are advertised and listed by registered users and are third party user generated contents. ANS shall bear no responsibility or liability in relation to or arising out of third party user generated content. ANS neither originates nor initiates the transmission nor selects the sender and receiver of the transmission nor selects nor modifies the information contained in the transmission.  ANS is merely an intermediary and does not interfere in the transaction between Buyers and Sellers

Throughout the ToU, ANS’s prior written consent means a communication coming from ANS’ Legal Department in response to your request and specifically addressing the activities or conduct for which you have sought authorization;

You agree, undertake and confirm that your use of the Platform shall be strictly governed by the following binding principles:

1. You shall not host, display, upload, modify, publish, transmit, update or share any information or image which:

1.1 belongs to another person and over which you have no right;

1.2 is grossly harmful, harassing, blasphemous, defamatory, bigotry, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever, or unlawfully threatening or harassing, including but not limited to ‘indecent representation of women’ within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;

1.3 is false, inaccurate or misleading in any way;

1.4 is patently offensive to the online community, such as sexually explicit content or content that promotes obscenity, pedophilia, racism, bigotry, hatred, or physical harm of any kind against any group or individual;

1.5 harasses or advocates harassment of another person;

1.6 involves the transmission of ‘junk mail’, ‘chain letters’, unsolicited mass mailing, or ‘spamming’; including spamming by ways of unrelated feedbacks on surveys;

1.7 promotes illegal activity or conduct that is abusive, threatening, obscene, defamatory, or libellous;

1.8 infringes upon or violates any third party's rights [including but not limited to intellectual property rights, rights of privacy (including without limitation unauthorised disclosure of a person's name, email address, physical address, or phone number) or rights of publicity];

1.9 promotes an illegal or unauthorised copy of another person's copyrighted work (see “Copyright complaint" below for instructions on how to lodge a complaint about uploaded copyrighted material) such as providing pirated computer programs or links, information to circumvent manufacturer-installed copy-protect devices, or pirated music or links to pirated music files;

1.10 contains restricted or password-only access pages, hidden pages or images or URLs leading to any other pages (those not linked to or from another accessible page);

1.11 provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;

1.12 provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, providing or creating computer viruses;

1.3 contains unauthorised videos, photographs or images of another person (whether a minor or an adult);

1.4 tries to gain unauthorised access or exceeds the scope of authorised access to the Platform, profiles, blogs, communities, account information, bulletins, friend requests, or other areas of the Platform, or solicits passwords or personal identifying information for commercial or unlawful purposes from other users on the Platform;

1.15 engages in commercial activities and / or sales such as contests, sweepstakes, barter, advertising, pyramid schemes, or the buying or selling of ‘virtual’ items related to the Platform without our prior written consent

1.16 solicits gambling or engages in any gambling activity which we, at our sole discretion, believe is or could be construed as being illegal;

1.17 interferes with another’s use and enjoyment of the Platform;

1.18 refers to any website / URL which, at our sole discretion, contains material that is inappropriate for the Platform or any other website and content that is prohibited or violates the letter and spirit of ToU;

1.19 harms minors in any way;

1.20 nfringes any patent, trademark, copyright, proprietary rights, third-party’s trade secrets, rights of publicity, or privacy, is fraudulent, or involves the sale of counterfeit or stolen items;

1.21 violates any law for the time being in force;

1.22 deceives or misleads the addressee / users about the origin of messages or communicates any information which is grossly offensive or menacing in nature;

1.23 impersonates another person;

1.24 contains software viruses or any other computer codes, files, or programs designed to interrupt, destroy, or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancelbots, easter eggs, or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept, or expropriate any system, data, or personal information;

1.25 threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any offence or prevents investigation of any offence or is insulting any other nation; offends the religious and national sentiments of the nation as included in ‘Zero Tolerance to Profanity, Hurting National and Religious Sentiments’ policy.

1.26 shall, directly or indirectly, offer or attempt to offer trade or attempt to trade in any item which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force;

1.27 shall create liability for us or cause us to lose (in whole or part) the services of our Internet Service Provider (“ISPs”) or other suppliers.

2. You shall not use any ‘deep-link’, ‘page-scrape’, ‘robot’, ‘spider’, automatic device, program, algorithm, methodology, or any similar or equivalent manual process to access, acquire, copy, monitor any portion of the Platform or content or in any way reproduce, or circumvent the navigational structure, presentation of the Platform, or any content to obtain or attempt to obtain any material, documents, or information through any means not purposely made available through the Platform. We reserve our right to bar any such activities.

3. You shall not attempt to gain unauthorised access to any portion or feature of the Platform, other systems, networks connected to the Platform, server, computer, network, or the services offered on or through the Platform by hacking, password ‘mining’, or any other illegitimate means.

4. You shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform or breach the security, authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace information on any other user of or visitor to Platform (including any account on the Platform that is not owned by you) or to its source or exploit the Platform, any service, information made available, or offered by or through the Platform in any way where the purpose is to reveal any information (including but not limited to personal identification or information other than your own information) provided by the Platform.

5. You shall not make any negative, denigrating, or defamatory statement(s) / comment(s) about us, the brand name or domain name used by us, including ANS, ANS affiliates and associated entities, or otherwise engage in any conduct or action that might tarnish the image or reputation of ANS or Sellers on the platform or otherwise tarnish or dilute any ANS trademark, service marks, trade name and / or goodwill associated with such trade, service marks or trade name as may be owned or used by us. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or ANS’s systems, networks, or any systems or networks connected to ANS.

6. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform, any transaction being conducted on the Platform or any other person’s use of the Platform.

7. You shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message, transmittal you send to us on or through the Platform, or any service offered on or through the Platform. You may not pretend that you are or represent someone else or impersonate any other individual or entity.

8. You may not use the Platform or any content for any purpose that is unlawful or prohibited by the ToU or to solicit the performance of any illegal activity or other activity which infringes the rights of ANS and / or others.

9. You shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000, and the other rules thereunder as applicable and amended from time to time and also all applicable domestic laws, rules and regulations (including the provisions of any applicable Exchange Control Laws or Regulations in force) and International Laws, Foreign Exchange Laws, Statutes, Ordinances and Regulations (including, but not limited to Integrated Goods and Services Tax Act, Central Goods and Services Tax Act, Food Safety and Standards Authority of India (FSSAI), relevant State Goods and Services Tax Act or Union Territories Goods and Services Tax Act and Custom Duty, Local Levies as may be applicable) and obtain the necessary licences and permits regarding your use of our Platform, service and / or tools and your listing, purchase, solicitation of offers to purchase, and sale of items or services. You shall not engage in any transaction in an item or service, which is prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being in force.

10. Solely to enable us to use the information you provide us with and so that we do not violate any rights you might have in your information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, and sub-licensable (through multiple-tiers) right to exercise the copyright, publicity or database rights or any other rights you have in your information for any current or future promotional or advertising related activities and any business purposes of ANS.

11. From time to time you shall be responsible for providing information relating to the items proposed to be sold by you. In this connection, you undertake that all such information shall be accurate in all respects. You shall not exaggerate or over emphasise the attributes of such items or services so as to mislead other users on the Platform in any manner.

12. You shall not engage in advertising or solicitation of other Sellers on the Platform to buy or sell any products or services, including but not limited to products or services related to what is displayed on the Platform. You may not transmit any chain letters or unsolicited commercial or junk email to other users acquired / via the Platform. It shall be a violation of the ToU to use any information obtained from the Platform in order to harass, abuse, or harm others or contact, advertise and sell to or solicit persons other than those who have chosen to buy from you. You understand that we have the right at all times to disclose any information (including the identity of the persons who have provided information or material on the Platform) as necessary to satisfy any law, regulation, or valid governmental request. This may include, without limitation, disclosure of the information in connection with the investigation of an alleged illegal activity or its solicitation and / or response to a lawful court order or subpoena. In addition, we can (and you hereby expressly authorise us to) disclose any information about you to law enforcement or other government officials as we, at our sole discretion, deem necessary or appropriate in connection with the investigation and / or resolution of possible crimes, especially those that may involve personal injury. We reserve the right, but have no obligation, to monitor the material posted on the Platform. ANS shall have the right, at its sole discretion, to remove any content that violates or is alleged to violate any applicable law or either the spirit or letter of the ToU. Notwithstanding this right, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIAL YOU POST ON THE WEBSITE AND YOUR INDEPENDENT COMMUNICATION WITH THE BUYERS AND OTHER SELLERS, REGARDLESS OF FORM. Please be advised that such content posted does not reflect ANS’s views. In no event shall ANS assume or have any responsibility or liability for any content posted on the Platform or claims, damages, or losses resulting from its use and / or appearance of it on the Platform. You hereby represent and warrant that you have necessary rights to all the content you provide and all information it contains and that such content shall not infringe any proprietary or other rights of third parties or contain any misleading, libellous, tortious, or otherwise unlawful information.

13. Your correspondence or business dealings with or participation in the promotion of advertisers on or through the Platform (including payment and delivery of related products or services, any other terms, conditions, warranties, or representations associated with such dealings) are solely between you and such advertisers. We shall not be responsible or liable for any loss or damage of any sort incurred as a result of such dealings or the presence of such advertisers on the Platform.

14. It is possible that other users (including unauthorised persons or ‘hackers’) may post or transmit offensive or obscene material on the Platform and that you may be involuntarily exposed to such material. It is also possible for others to obtain personal information about you due to your use of the Platform and use such information to harass or injure you. We do not approve of such unauthorised uses but by using the Platform, you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on the Platform. Please carefully select the type of information that you publicly disclose or share with others on the Platform.

15. ANS shall have all the rights to take necessary action and claim damages that may occur due to your involvement / participation in any way on your own or through group(s) of people, intentionally or unintentionally, in DoS (denial of service) / DDoS (Distributed Denial of Services).

16. ANS and / or its affiliates may from time to time in partnership / association with its partners and / or third-party sponsors, organise / enable promotional campaigns on the Platform for the benefits of customers / Sellers. Partners / third party sponsors may prescribe certain objective qualifying criteria to identify Sellers who will be eligible for the benefits of the campaign. All Sellers who qualify based on the objective criteria provided by such sponsors of the campaign will be auto opted-in and be able to obtain the benefits of such promotional campaigns. In the event any Seller does not qualify based on the objective criteria, Sellers may choose to participate in such campaigns by expressly opting-in for them. In the event a Seller opts in for such promotional campaigns that they are not eligible for to enhance their sales, they will have to bear the cost of such promotional campaigns, if any, limited to the sales of their products. For avoidance of any doubt, some Sellers may qualify, and some may not, based on the qualifying criteria set for each individual campaign. Please refer to the campaign communication / notifications for more details, as may be communicated to you from time to time.

17. You shall strictly comply with all the policies shared by ANS for ethical working and shall not form any form of cartel or similar arrangement to influence the price or sale on the platform in any form or manner whatsoever

18. You shall ensure that the personal data of customers is used only for the purpose of scope of customisation transaction and as per the authorisation received from ANS/Customer. The personal data shared with the seller should be kept confidential and secure and should be deleted post the warranty period. The seller shall not use the customer data for any unauthorised purpose

19. This ToU and its Annexures constitutes the entire agreement between the Parties pertaining to the subject matter contained herein and supersedes and cancels in all respects all other agreements and understandings of the Parties, whether oral or written, pertaining to the subject matter under this ToU. The terms of this ToU may be modified, amended, varied or waived as per the requirements of ANS.

Selling

You shall also ensure full compliance with the provisions of Integrated Goods and Services Tax (IGST), Central Goods and Services Tax (CGST) and Union Territory Goods and Services Tax (UTGST) or State Goods and Services Tax (SGST) in respect of the Goods / Services supplied by you.
It is your responsibility to charge appropriate Goods and Services taxes on the supplies affected and remittance of the same to the Government. ANS shall not be responsible for any deficiency and / or omission on your part.
You shall also be required to provide your GSTIN, without which we will not be able to raise an invoice on you

Content Posted on the Platform

All text, graphics, Seller interfaces, visual interfaces, photographs, trademarks, logos, sounds, music and artwork, notes, messages, emails, billboard postings, drawings, profiles, opinions, ideas, images, videos, audio files, other material or information (collectively ‘Content’) are third-party generated Content and ANS has no responsibility or liability over such third-party generated Content as the Platform is merely an intermediary for the purposes of this ToU. Except as expressly provided in the ToU, no part of the Platform including the Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including ‘mirroring’) to any other computer, server, website or other medium for publication, distribution or any commercial enterprise without ANS’ prior written consent.You shall be responsible for the Content posted or transmitted on Your website by You.

Payment

1.

Transactions, transaction price and all commercial terms such as delivery, dispatch of products  and / or services are as per principal to principal bipartite contractual obligations between Sellers and Buyers and the payment facility is merely used by Sellers and Buyers to facilitate the completion of transactions. Use of the payment facility shall not render ANS liable or responsible for non–delivery, non-receipt, non-payment, damage, breach of representations and warranties, non-provision of after-sales or warranty services or fraud as regards the products and/or services listed on the Platform.

2.

You understand, accept, and agree that the payment facility provided by the Platform is neither a banking or a financial service, but merely a facilitator providing an electronic, automated online electronic payment facility for receiving payment, or cash on delivery (CoD) payment, collection and remittance for transactions on the Platform using the existing authorised banking infrastructure and credit card payment gateway (PG) network. Further, by providing payment facility, ANS neither acts as a trustee or fiduciary with respect to transaction or transaction price

3.

All online bank transfers from valid bank accounts are processed using the gateway provided by the respective issuing bank that supports payment facility to provide these services to the users. All such online bank transfers on payment facility are also governed by the terms and conditions agreed to between a Seller, Buyer and the respective issuing bank.

4.

The Commercials charged by ANS are subject to change based on the fees levied by the payment gateway provider. Any change in fee shall be intimated to the seller by ANS (“Intimation”). The continued usage of the services by the seller post Intimation will be considered to be an acceptance of the same.

Dispatch of products and / or services

1.

Transactions, transaction price and all commercial terms such as delivery, dispatch of products  and / or services are as per principal to principal bipartite contractual obligations between Sellers and Buyers and the payment facility is merely used by Sellers and Buyers to facilitate the completion of transactions. Use of the payment facility shall not render ANS liable or responsible for non–delivery, non-receipt, non-payment, damage, breach of representations and warranties, non-provision of after-sales or warranty services or fraud as regards the products and/or services listed on the Platform.

2.

Seller shall provide dispatch details and details of after-sales services related to products and services listed by it on the Platform to ANS in such a manner and within a time period as provided in the policies, failing which the transaction shall stand cancelled.

3.

Seller agrees that the transaction price paid by a Buyer will be remitted to a Seller’s bank account in accordance with RBI Intermediary Guidelines contingent upon the following events:

1. Buyer confirms the delivery of products and / or services in the transaction;

1. Buyer’s refund claim is rejected by ANS due to any breach of the ToU, policies, and any applicable law

GST / Taxes

You are responsible for paying all fees associated with the use of the Platform and charges collected in respect of such usage. You agree to bear any and all applicable taxes, charges, cesses, penalties levied thereon (including CGST+SGST / IGST / CGST + UGST and GST cess as may be applicable to the transaction).

1.

A Seller expressly agrees that issuing the correct and complete invoice is the sole and primary responsibility of a Seller

2.

In case of any chargebacks levied by the bank/payment gateway/any other party, ANS shall have the right to deduct such chargebacks from Seller remittances, present and future, and a Seller’s only remedy will be to discuss and resolve the same with the bank. A Seller hereby agrees to extend full cooperation in resolving the chargeback disputes raised by a Buyer through the bank and shall provide necessary documentation regarding the transaction to the complete satisfaction of the bank. In case the chargeback is ruled against a Seller, ANS shall be entitled and authorised to recover the same from the Seller to its fullest extent and the bank’s decision shall be final and binding in this regard. In the event ANS has made any excess payment to the Seller inadvertently, such excess payments shall be set-off from any future payments payable by ANS to the Seller. ANS also has a legal right to recover money from a Seller through legal proceedings and has first right on lien of assets.

3.

Sellers acknowledge that ANS will not be liable for any damages, interests, claims etc. resulting from not processing a transaction / transaction price or any delay in processing a transaction / transaction price that is beyond the control of ANS.

4.

ANS, through its powering payment gateway service, shall make payments into the bank account provided by a Seller during the Seller registration process. Once ANS has made payments into such a bank account number, ANS shall be discharged of any / all liabilities towards the Seller and the Seller shall not be eligible for any claims whatsoever.

Compliance with Laws

1.

Seller acknowledges and undertakes the compliance with all applicable laws and also will sign the declarations captured in this ToU.

2.

Seller will fully comply with all applicable laws and regulations including but not limited to anti-money laundering (including know your customer and customer due-diligence) and sanctions (economic and trade) enforced by the United Nations, the Republic of India, U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) and the Flipkart OFAC Policy. Neither party will engage in a transaction pursuant to this agreement that will cause the other party to violate such laws and regulations

3.

Seller shall ensure that no products are sourced or used in the manufacturing or in the provision of services which originate wholly or in part, from any of the prohibited countries stated in the ‘OFAC Regulations and Other Applicable Sanctions Regulations’. The extant Trade Compliance Policy Statement is available at this link.

4.

If and to the extent that you provide yours or others’ Personal Information to ANS for processing, you warrant that such Personal Information was collected lawfully, and there is no restriction on you under the Applicable Data Protection Law, from providing such Personal Information to ANS or any processing by ANS under this ToU. We will only use information provided by you in accordance with this ToU and our Privacy Policy available at this link.

5.

You undertake sole and exclusive responsibility to ensure that the products you want to list on Seller Website for Sales are permissible for such a Sale and are not prohibited or restricted per one or many conditions imposed by the extant laws of the land, ANS’s Prohibited and Restricted Items Policy, or other ANS policies / Indian Laws

6.

Seller undertakes that the Products must adhere to the Legal Metrology laws and Indian Labelling requirements by ensuring that the indicated weights and measurement indicated in the products and / or its components are commensurate with the mandatory and legal requirements of the same which make the product and / or components accurate, authentic and secure for consumption / utilisation by the Customer. ANS does not assume any responsibility for the proceedings undertaken by an aggrieved Customer / Consumer against the Seller in the event of a non-adherence. Compliances under The Consumer Protection (E-commerce) Rules, 2020 as amended and if substituted from time to time:

1. The Seller shall ensure ,If in case the products / services are defective, deficient, adulterated or spurious, or if the products or services are not of the features as advertised or as agreed to or delivered late from the stated delivery schedule. You shall provide benefits of Refund, Return / Replacement, Exchange, Warranty and Guarantee, Withdrawal and Cancellation for the products / services listed on the ANS Platform
You agree and undertake :

• To form a Consumer Grievance Redressal Mechanism to resolve the consumer disputes whenever received on the Platform ; Along with the details of the Grievance Officer mention on the platform

• To display your all details such as your company's / Firm’s name, geographic address, customer care details, consumer's review for the product / services listed & other info, if any;

Anti-Corruption

1.
Compliance with Law and Policy:

Seller agrees that its performance under this Agreement will be in full compliance with the Company’s Global Anti-Corruption Policy (the “Policy”, available at https://flipkartethics.com & https://walmartethics.com ) and all applicable anti-corruption laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Seller and the Company agree that in their performance under this Agreement, they will not directly or indirectly offer, promise, give, or authorise the giving of anything of value, or offer, promise, make, or authorise the making of any bribe, facilitation payment or other improper or unlawful payment to any government official, political party, or candidate for public office in order to obtain or retain business, gain any unfair advantage, or influence any act or decision of a government official

2.
Certification of Compliance:

Seller agrees to certify its compliance with the applicable anti-corruption laws and regulations by executing a form supplied by the Company for this purpose, either annually or when otherwise requested by the Company

3.
Right to Audit and Obligation to Cooperate:

Seller shall keep accurate books, records, and accounts with sufficient detail as to clearly reflect its transactions and disposition of its resources or assets in connection with this ToU. Seller agrees the Company has the right to audit such transactions at any time and upon reasonable notice. Seller agrees to (1) provide assistance and cooperation in any investigations involving the Company and Seller, and (2) submit to due diligence re-screening when requested by the Company.

4.
Training:

Seller agrees its employees, affiliates, and other representatives responsible for its performance under this ToU will participate in the Company’s anti-corruption training, if requested by the Company.

5.
Subcontractors:

Seller must obtain prior written authorization from the Company before Seller engages any subcontractor to perform any services under this ToU requiring interaction with any government Seller or government official on the Company’s behalf.

6.
Right to Terminate:

If the Company reasonably suspects that the Seller has engaged in conduct violating the Policy, or any applicable anti-corruption laws or regulations, the Company may immediately suspend payment pending the issue’s resolution. If the Company determines that the Seller violated the Policy, or any applicable anti-corruption law or regulations, the Company may terminate the ToU. The Company may also suspend payment and suspend or terminate the ToU if the Seller does not comply with the ongoing anti-corruption compliance obligations set forth in this ToU or if Seller does not successfully complete due diligence re-screening.

7.
Form of Payment:

The Parties agree all payments made by the Company to the Seller pursuant to this ToU shall be made only after receipt by the Company of an invoice detailing the products or services for which Seller is seeking payment. All payments under this ToU shall: (i) be made solely by check or wire transfer for the benefit of, and to the account of, Seller and not to any individual employee or representative of Seller; (ii) be denominated in functional currency; and (iii) not be in cash or bearer instruments.

8.
Obligation to Provide Information:

If for any reason, the Seller proposes to materially change ownership or management or its current shareholders or partners transfer control of the Seller to a third party or a third party assumes control of the Seller, the Seller must notify the Company within thirty (30) days of such change in writing. In such cases, Seller may be resubmitted through the Company’s due diligence and approval procedure for third-party intermediaries
The Seller agrees to provide timely information to the Company regarding any changes to the representations made in this ToU.

9.
No Government interaction:

Seller agrees that neither Seller nor any of its employees, agents and representatives, and any persons associated with Seller are authorised to engage or interact with any government Seller or official for or on behalf of either ANS, directly or indirectly, in any transaction or business activity for any purpose, including but not limited to obtaining a permit, licence or other type of authorization, whether at a local, regional or national level. In the event that any form of interaction with a government entity or government official is required in relation to Seller’s engagement, directly and / or indirectly, with ANS, the Seller shall obtain prior written authorization from ANS before proceeding with the engagement or interaction.

Product Description

ANS does not warrant that product description or other content on the Platform is accurate, complete, reliable, current, or error-free and assumes no liability in this regard.

Audits

ANS shall have the right to inspect and audit Seller’s records and premises / place of business through itself or through ANS approved third party testing agencies. Cost of such an audit shall solely be borne by ANS unless the audit reflects discrepancy in Seller accounts / non-compliance with ANS’s Seller policies, in which case the cost of audit shall be borne by the Seller.

Breach

Without limiting other remedies, we may limit your activity, immediately remove your information, warn other users of your actions immediately, temporarily / indefinitely suspend / terminate / block your account and / or refuse you access to the Platform, or put your account on hold, in the event of, including but not limited to, the following:

1.

if you breach the ToU, privacy policy or other policies such as Prohibited & Restricted Item Policy, etc.;

2.

if we are unable to verify or authenticate any information you provide;

3.

if it is believed that your actions may cause legal liability for you, other users, or us; or

Indemnity

You shall indemnify and hold harmless ANS its owner, licensee, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees from any claim, demand, or actions including reasonable attorneys' fees made by any third party or penalty imposed due to or arising out of your breach of the ToU, privacy policy and other policies or your violation of any law, rules, regulations or the rights (including infringement of intellectual property rights) of a third party

Trademark Complaint

ANS respects the intellectual property of others. In case you feel that your trademark has been infringed, you can write to ANS at [email protected]  or  [email protected]

Copyright Complaint

ANS respects the intellectual property of others. In case you feel that your work has been copied in any way that constitutes copyright infringement you can write to ANS at [email protected] or raise an incident from your Seller dashboard.

Trademark, Copyright and Restriction

The Website is controlled and operated by ANS and products are sold by respective registered Sellers. All material on the Platform, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks and other intellectual property rights. You must not copy, reproduce, republish, upload, post, transmit, or distribute ANS’s or other Sellers’ material in any way, including by email or other electronic means and whether, directly or indirectly, you must not assist any other person to do so. Without the prior written consent of the owner, modification or use of the material on any other website / networked computer environment or for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks, and other proprietary rights is prohibited. Any use for which you receive any remuneration, whether money or otherwise, is a commercial use for the purposes of this clause.

Limitation of Liability

IN NO EVENT SHALL ANS BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THE ToU, EVEN IF ANS HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

Applicable Law

The ToU shall be governed, interpreted, and construed in accordance with the laws of India. The place of jurisdiction shall exclusively be Bangalore

Jurisdictional Issues / Sale in India Only

Unless otherwise specified, the material on the Website is presented solely for the purpose of sale in India. ANS makes no representation that the material on the Website is appropriate or available for use in other locations / countries other than India. Those who choose to access the Website from other locations / countries other than India do so on their own initiative and ANS is not responsible for supply of products / refund for the products ordered from other locations / countries other than India and compliance with local laws, if and to the extent local laws are applicable.

Seller Declarations

We, hereby represent, warrant, covenant and undertake to ensure that we have obtained and shall continue to maintain in force all licences, registrations, permissions, authorisations, certifications, compliances and permits needed to manufacture, import, store, display, exhibit for sale, advertise, distribute, market, supply and sell the respective products (“Products”) on the application / app, website of ANS Internet Private Limited (ANS) under applicable laws, legislations, notifications, notice, circulars, orders, directions, clarifications, advisories, etc. (now in effect or introduced in future) as amended from time to time.