Seller Agreement

This Agreement is entered between Wedodo Solutions LLP (“Wedodo”), a firm registered under the THE LIMITED LIABILITY PARTNERSHIP ACT, 2008 having its registered office at 503, Cyprus Tower, Aapno Ghar, Dhanbad, Jharkhand, 828109, India; And The registered seller (“Seller”) who shall list the Products (defined below) and avail Services (defined below) from Wedodo and whose details are recorded as per the documents provided during registration with Wedodo.

This Agreement is an electronic record in terms of Information Technology Act, 2000 and being a system generated document does not require any physical signatures. By clicking the ‘Accept’ or a similar option and registering or using the Services, Seller confirms that he/she/it has read and understood the Agreement and agrees to be bound by the terms and conditions of this Agreement including in relation to the sale of the Products listed by Seller. Wedodo and Seller shall be individually referred to as ‘Party’ and collectively as ‘Parties’.

Whereas:

1. Wedodo owns and operates an e-commerce marketplace named www.Wedodo.in, (collectively, “Application”) where registered Sellers can offer to sell their respective Products to Users of the Application.
2. Seller is the brand owner/manufacturer/seller/distributor/retailer of the Products (defined below) to be listed on the Application and has the authority and capacity to list and sell the Products on the Application. Users place the Order (defined below) of the Products listed by the Seller on the Application.
3. Wedodo’s role as a marketplace is limited to managing the Application, associated marketing, payment collections, order management, logistics, enquiry management and other incidental services to enable the Order(s) between Seller and the User, described in detail in SCHEDULE 1 (collectively, “Services”).

NOW THEREFORE, in consideration of the foregoing promises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1. Definitions And Interpretation

Unless the context otherwise requires, the following words and expressions shall have the meanings as set out herein below:

• “Affiliate” of a Person means (i) in the case of any Person that is a natural person, any other Person (other than a natural person) that, either directly or indirectly, is Controlled (defined below) by the Person, or any Person who is a Relative (defined below) of the Person; and (ii) in the case of any Person other than a natural person, any other Person that, either directly or indirectly through one (1) or more intermediate Persons, Controls, is Controlled by, or is under the common Control with the said Person;
• “Agreement” shall mean this Seller Agreement entered between the Parties for use and access of the Application and it includes terms of use, Seller Policies and other policies intimated by Wedodo over Seller Panel (or otherwise communicated).
• “Applicable Law” means all applicable provisions of all (i) constitutions, treaties, statutes, enactments, laws (including the common law), acts of legislature or parliament, codes, rules, regulations, ordinances, or byelaws including but not limited to the Legal Metrology Act, 2009 and the rules thereof and the Consumer Protection Act, 2019 and the rules thereof and GST Laws as well as notifications, guidelines or policies issued by any governmental authority; (ii) administrative interpretation, writ, orders, decisions, directions, directives, injunctions, judgments, arbitral awards, awards, decrees of or agreements with any governmental authority; or (iii) consent, approval, authorisation, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with, to or from any governmental authority, whether in effect as of the date of this Agreement or at any time thereafter; or (iv) international treaties, conventions and protocols including related to anti-corruption laws and anti-money laundering laws, in each case, which may be in force from time to time.
• “Application” shall have the meaning assigned to such term in Recital A;
• “Business Day” shall refer to any day when the scheduled commercial banks in India are open for business, and shall exclude Sundays and notified public holidays;
• “Confidential Information” shall have the meaning assigned to such term in clause 10.6;
• “Control” shall mean, with respect to a Person, the acquisition or control, directly or indirectly, of more than 50% (fifty per cent) of the voting rights or of the issued share capital of such Person or the right to appoint and/or remove the majority of the members of the board of directors or other governing body of such Person, the power to direct or cause the direction of the management, to exercise significant influence on the management or policies of such Person, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, through contract or otherwise., and the terms “Controlling,” “Controlled by” and “under common Control with” shall have corresponding meaning;
• “Data” shall have the meaning assigned to such term in clause 5.1;
• “Force Majeure Event” shall have the meaning assigned to such term in clause 14.1;
• “Intellectual Property” shall have the meaning assigned to such term in clause 10.5;
• “Order” shall mean a final purchase order placed by a User with the Seller through the Application for the purchase of the Product;
• “Person” means any natural person, firm, company, joint venture, partnership, association or other entity (whether or not having separate legal personality);
• “Policy” refers to the policies intimated by Wedodo via Seller Panel or posted in the Application which needs to be complied by Seller including but not limited to terms of use;
• “Product(s)” shall mean such products as are proposed to be sold by Seller through the Application pursuant to this Agreement;
• “Relative” shall have set out in Section 2(77) of the Companies Act, 2013;
• “Representative” shall have the meaning assigned to such term in clause 3.5;
• “Service Fee” shall have the meaning assigned to such term in clause 4.2;
• “Seller Fee” shall have the meaning assigned to such term in clause 4.6;
• “Seller Panel” means different panels which are provided by Wedodo to Seller on the Application or through a Wedodo authorised web link with functionalities described in more detail in SCHEDULE 1;
• “Seller Fee Payment Date” shall refer to the next Business Day date post completion of Seller Fee Payment Cycle which shall be 8th Business Day from the Order delivery date, upon which Wedodo shall make payment of Seller’s Fee to the Seller as per clause 4.6;
• “Seller Fee Payment Cycle” shall refer to the 7 Business Days’ period from the Order delivery date, excluding the Order delivery date;
• “Seller Information” refers to the details sought by Wedodo for registering Seller over the Application;
• “Seller Policies” means the policies of Wedodo in force, as amended from time to time, available on the Seller Panel;
• “Term” shall have the meaning assigned to such term in clause 12.1;
• “Territory” shall refer to the Republic of India;
• “User” shall refer to any Person using the Application for placing an Order with the Seller including but not limited to reseller/entrepreneur and customers.

2. Registration And Enrollment

• 2.1. To avail the Services, Seller must complete the registration process available on the Application. Such registration and use of Services are limited to parties who can enter into a legally binding agreement and are competent to contract as per the Indian Contracts Act, 1972. Seller represents that, it is not a minor i.e. under 18 years of age. If Seller represents a business entity, Seller warrants that it is legally authorised to make representations on behalf of such entity and bind it to this Agreement and to list Products on the Application.
• 2.2. Seller shall furnish various details including its (or its business’) legal name, address, phone number, e-mail address, bank account details, applicable tax registration details as well as any other information as Wedodo may request. The Seller consents to Wedodo collecting sensitive personal information about the Seller. Wedodo shall store, process, use and share the sensitive personal information and other data collected about the Seller in accordance with the privacy policy which can be accessed at website.
• 2.3. Any password provided to Seller by Wedodo may be used only during the Term to access its Seller Panel account (or other tools) to use the Service, electronically accept transactions, and review its completed transactions. Seller is solely responsible for maintaining the security of its password. Seller shall not disclose its password to any third party (other than third parties authorized by Seller to use its account in accordance with this Agreement) and are solely responsible for any use of or action taken under its password. If Sellers’ password is compromised, it must immediately change its password. User shall be responsible for authorized or unauthorized access to the account of the User by any other person. User shall bear all responsibility for the confidentiality of the User’s password and all use or charges incurred therefrom.
• 2.4. Seller agrees that Wedodo, at its sole discretion, retains the right to at any time, terminate or suspend the Sellers account or indefinitely block Seller from accessing the Application in accordance with Seller Deactivation Policy as available on the Seller Panel or terminate the Agreement.
• 2.5. The Seller acknowledges that the Application/Seller Panel is proprietary to Wedodo and is and always shall be the property of Wedodo. Any intellectual property created on, or using, or for storage in the Application/Seller Panel has always and shall always vest in Wedodo. The Seller also acknowledges and confirms that its access to the Portal cannot be licensed, sold or assigned.
• 2.6. The Seller acknowledges and confirms that from time to time, the Application/Seller Panel may be inaccessible or inoperable for any reason, including without limitation, (i) equipment malfunction; (ii) periodic maintenance procedures, or (iii) causes which are beyond the control of Wedodo or which are not foreseeable by Wedodo. Additionally, the Seller acknowledges that Wedodo has the right at any time to change, modify, add, discontinue or remove (temporarily or permanently) any aspect or feature of the Application/Seller Panel, including, but not limited to the content, hours of availability and equipment needed for access thereto or optimization, functioning or use thereof. Wedodo does not accept any responsibility and will not be liable for any loss or damage whatsoever arising out of or in connection with: (i) the Sellers’ ability/inability to access or to use the Application/Seller Panel; or (ii) any such change, modification, addition, discontinuance or removal (whether temporary or permanent) of any aspect or feature of the Application/Seller Panel, including, but not limited to the content, hours of availability and equipment.

3. Product Listing, Sales And Management

• 3.1. Wedodo shall permit the Seller to list the Products on the Application through the Seller Panel, on such terms contained in this Agreement or as provided in the Seller Panel from time to time, provided however, that Wedodo reserves the right to select or delist any Product or delist the Seller or remove/disable access of the Seller to the Application/Seller Panel, in each case, at its sole discretion.
• 3.2. Seller shall at all times comply with the provisions of this Agreement, the notifications on the Seller Panel and the Seller Policies, as amended from time to time on the Seller Panel.
• 3.3. Seller is bound to accept a User as a contractual party and handle the Order in compliance with the information contained on the Seller Panel at the time the Order was made, including any supplementary information made known by the User. Seller shall be solely responsible for ensuring the quality, originality and sufficiency of the Products listed on Application and shall ensure that the Products are at all times in compliance with the standards prescribed for such Products under Applicable Law and the Seller Policies. Wedodo shall in no event, be responsible for any deficiency in the quality, originality or sufficiency of the Products listed on the Application and any services provided by the Seller to the User.
• 3.4. Wedodo shall provide account management services (itself or through its agents) to the Seller if the Seller opts to receive the same as an add-on service that the Seller may be entitled to receive for an additional payment. The detailed scope of the account management services offered to the Sellers are set out in detail in Schedule 2 hereto. The Sellers interested in receiving such account management services would be required to execute a separate addendum agreement in the form approved by Wedodo.
• 3.5. Wedodo shall have the sole right to modify the composition or nature of the Services or the Application, including the manner in which the Services are provided, without Seller’s prior written consent. Any changes to the Services or the Application shall be reasonably endeavored to be communicated to the Seller.
• 3.6. Seller shall designate 1 (one) individual who shall be the primary point of contact for any matter that may arise under this Agreement (“Representative”). Seller shall have the right to change the Representative upon provision of one (1) month’s prior written notice to Wedodo.
• 3.7. Seller shall use the promotional and marketing materials including but not limited to the packaging material such as box, bags, covers, wrappers and other materials, bearing Wedodo’s Intellectual Property including trademark, copyright or design as per the instructions provided by Wedodo. Seller further agrees and acknowledges that the Intellectual Property rights associated with these materials shall solely vest with Wedodo. In no manner shall the use of materials by the Seller purport or vest any rights or license in any Wedodo’s Intellectual Property.

4. Commission And Service Fee

• 4.1. In consideration for permitting the Seller to sell Products on the Application and have access to Seller Panel, Wedodo shall charge Seller for the Services provided, including any marketing expenditure and logistics charges incurred by Wedodo on behalf of Seller (the “Service Fee”), at such rates prescribed in the Seller Panel.
• 4.2. Wedodo shall submit an invoice to the Seller on a monthly basis for the Service Fee payable by Seller on or after the seventh (7th) Business Day of the following month. All payments shall be made by Seller in Indian National Rupees (INR) unless otherwise mutually agreed by the Parties in writing. The invoicing and payment of the Seller Fee shall be as per the prescribed Seller Policies in this regard.
• 4.3. At Wedodo’s option, all payments to Seller will be made to the Seller bank account provided by Seller during registration, via cheque or electronic transfers or other means as specified by Wedodo. Seller agrees that Wedodo shall not be liable for any failure to make payments to Seller on account of incomplete or inaccurate information provided by Seller with respect to its bank account.
• 4.4. Wedodo shall set off any losses, Service Fee payable by Seller against the amount/(s) payable to Seller. Wedodo’s right under this clause shall be in addition to, and not in derogation of, all other rights available to Wedodo under this Agreement or Applicable Law.
• 4.5. The payment for the Orders shall be collected by Wedodo on Seller’s behalf (“Seller Fee“) acting as a marketplace with the sole intent of facilitating Orders. Wedodo shall, subject to deductions under this clause, transfer the balance Seller Fee to the bank account designated by the Seller, as provided to Wedodo. Wedodo will raise tax invoices on behalf of the Seller basis the HSN code and Goods and Service Tax (“GST”) rate provided by the Seller. In case the Seller is a Composition Taxpayer/ Unregistered Applicant with GST enrolment number, the provisions contained in Clause 7.3 shall apply. Wedodo shall collect the Seller Fee from the User, on Seller’s behalf, and shall transfer such amount/(s), subject to the deduction of the Service Fee or/and shipping fees, penalty and taxes prescribed by the Government on Seller Fee Payment Date upon completion of the Seller Fee Payment Cycle. Furthermore, it is clarified that the Seller Fee Payment Date is to be construed as the day on which the transaction is deemed to be completed for purposes of settlement of any funds which shall be the next Business Day upon completion of Seller Payment Cycle. In case the said agreed-upon date of transaction completion falls on a banking holiday or Saturday / Sunday however, it is agreed between Wedodo and the Seller that the deemed transaction completion date would then fall on the next business / working day for Wedodo. Notwithstanding the provisions of this Agreement, nothing in this Agreement shall be construed as Wedodo operating a payments and settlement system as defined under the Payment and Settlement Systems Act, 2007. Furthermore as Seller Fee Payment Cycle is subject to Product returns, so notwithstanding anything to the contrary contained in this Agreement, the Seller Fee Payment Cycle and Seller Fee Payment Date shall change corresponding to Product returns by the Seller’s customer(s), if any and accordingly in such a case, the Seller Fee Payment Cycle shall be 15 Business Days’ period from the Order delivery date, excluding the said Order delivery date and Seller Fee Payment Date shall be the 16th Business Day from the Order Delivery date.
• 4.6. If based on information available to Wedodo, Wedodo reasonably concludes that Seller actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the Application, then Wedodo may, in its sole discretion and subject to Applicable Law, delay initiating any payments to be made or that are otherwise due to Seller under this Agreement for the earlier of: (a) a period of 90 (ninety) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding Seller actions and/or performance in connection with the Agreement. Seller agrees that Wedodo is entitled to the interest, if any, paid on balances maintained as deposits in its bank accounts.
• 4.7. Seller shall be responsible for any applicable value added tax, goods and service tax (GST), service tax, sales tax, real or personal property tax, income or any other taxes, cess, levy whatsoever including taxes relating to the Products, attributable to or incurred by Seller.
• 4.8. Wedodo shall withhold taxes/payments, if required under Applicable Law to be withheld on payments made to Seller hereunder and shall be required to remit to Seller only the net proceeds thereof. Wedodo shall remit the taxes withheld to the appropriate governmental authority and agree to provide Seller, in a timely manner, with properly executed documentation or other information or receipts or certificates evidencing Wedodo’s payment of any such tax.
• 4.9. Seller may deposit and submit Form 16A to Wedodo towards deduction of tax at source against invoices issued by Wedodo towards Service Fee charged to Seller. Seller shall submit the TDS claim for a given financial year within 6 (six) months from the last date of such financial year. Wedodo shall reimburse equivalent TDS amount, on receipt of valid Form 16A within 60 (sixty) days from such receipt within 6 (six) months from end of a given financial year.
• 4.10. In case at any point of time after onboarding if Seller’s GSTIN/ GST enrolment number is cancelled/ modified, Seller should inform Wedodo about the same and if any charges are levied on account of such cancellation will be recovered from Seller. It is the primary responsibility of the Seller to inform Wedodo in case of any cancellation/suspension/modification of GSTIN/ GST enrolment number.
• 4.11. In case of any discrepancy in the reporting / returns filed by Seller, Seller agrees that it will resolve such discrepancy immediately and indemnify Wedodo against any claims, losses, taxes, interest and penalty payable in this regard.
• 4.12. Seller Action Framework
• 4.12.1. Wedodo may take appropriate action against the Seller for non-compliance with any provisions of this Agreement. This may include but shall not be limited to delisting Seller or blacklisting Seller from the Platform. Wedodo may assign appropriate penalties for non-compliance of this Agreement including but not limited to delivery of damaged/wrong Products, deficient quality, insufficient quantity etc as deemed appropriate.
• 4.12.2. The Seller shall be responsible for any returns including but not limited to manufacturing defect, damaged/wrongful product, insufficient quantity etc and shall communicate with the manufactures to resolve such situations.
• 4.12.3. The Seller shall be responsible for any action / penalty received by Wedodo and shall be liable to pay the entire amount of penalty as received by Wedodo. Wedodo shall not be responsible for any violation of applicable laws by the Sellers.

5. Data

• 5.1. The Seller acknowledges that it may receive some User data including sensitive personal information of the User pursuant to transactions carried out on the Application. The Seller acknowledges and agrees that Wedodo and its Affiliates are and shall remain the sole owner of any User data, case files or any other associated User information (including sensitive personal information of the User) (collectively “Data”) at all times during the Term and post the Term of this Agreement. Seller shall ensure that Data shall not be: (i) used by Seller other than in connection with the sale of the Products; (ii) sold, assigned, leased, or otherwise, in any manner or form whatsoever disclosed to third Persons by the Seller; or (iii) commercially exploited by or on behalf of the Seller, its employees, subcontractors, agents or affiliates. The Seller further agrees that it shall only retain the Data only for so long as necessary for participation on the Application/Seller Panel or to fulfil statutory obligations (e.g. tax) and that the Seller shall on Wedodo’s request delete all such information upon termination of this Agreement.5.1. The Seller acknowledges that it may receive some User data including sensitive personal information of the User pursuant to transactions carried out on the Application. The Seller acknowledges and agrees that Wedodo and its Affiliates are and shall remain the sole owner of any User data, case files or any other associated User information (including sensitive personal information of the User) (collectively “Data”) at all times during the Term and post the Term of this Agreement. Seller shall ensure that Data shall not be: (i) used by Seller other than in connection with the sale of the Products; (ii) sold, assigned, leased, or otherwise, in any manner or form whatsoever disclosed to third Persons by the Seller; or (iii) commercially exploited by or on behalf of the Seller, its employees, subcontractors, agents or affiliates. The Seller further agrees that it shall only retain the Data only for so long as necessary for participation on the Application/Seller Panel or to fulfil statutory obligations (e.g. tax) and that the Seller shall on Wedodo’s request delete all such information upon termination of this Agreement.
• 5.2. As part of the Services, Seller shall promptly correct any errors or inaccuracies in Data caused by the Seller. Upon Wedodo’s request, the Seller shall also promptly correct any other errors or inaccuracies in the Data. All Data received or produced during the performance of the Services hereunder, and in Seller possession, shall be contained in a database and shall, upon Wedodo’s written request, be delivered to Wedodo or its Affiliates within the time period and in the format stated in the request by Wedodo. In the event any or all of the Data is destroyed or damaged in any way, Seller shall, at Seller’s cost, promptly restore the Data or facilitate its collection. Seller shall protect the Data at all times and shall use the same degree of care to prevent the loss of or alteration of Data in the Seller’s possession that a prudent person would use to protect that person’s information and one which is at any cost not lesser than the standard of care that Seller use to protect its own information and other information that may be in its possession.
• 5.3. Seller shall not use the Application or the Services, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement or any Applicable Law. Without limiting the generality of the foregoing, Seller agrees that Seller will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other website or product, transfer, or sell any information, content, artwork, graphics, software, lists of users, databases or other lists or products provided through or obtained from the Application/Services other than for use as expressly permitted by this Agreement. This means, among other activities, that Seller agrees not to engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of User or other information. Seller agrees that it will not use the Application/Services in any manner that could damage, disable, overburden, or impair the Application/Services or interfere with any other person’s use and enjoyment of the Application/Services. Seller shall not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Application/Services. Except with the prior written permission of Wedodo, Seller agrees that it will not access or attempt to access password protected, secure or non-public areas of the Application/Services. Without limiting any of Wedodo’s rights or remedies under this Agreement or available to Wedodo at law or in equity, if Seller violates any of the terms and conditions herein or those displayed on the Application/Seller Panel, its Seller Panel account and/or other access to Application may be terminated and Seller may be subject to prosecution.

6. Anti-corruption And Anti-bribery, Anti Money Laundering And Whistleblower Mechanism

• 6.1. Seller agrees that its performance under this Agreement will be in full compliance with all applicable anti-corruption laws and regulations, including but not limited to the U.S Foreign Corrupt Practices Act and the UK Bribery Act. Accordingly, Seller agrees that in connection with its activities under this Agreement, neither the Seller nor any agent, affiliate, employee or other person acting on its behalf will offer, promise, give or authorize the giving of anything of value, or offer, promise, make, or authorize the making of any bribe, rebate, payoff, influence payment, facilitation payment, kickback, or other 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.
• 6.2. Seller hereby agrees and undertakes that the Seller and it’s Affiliates, agents, subcontractors, employee or representatives shall at all times comply with anti-money laundering laws.
• 6.3. In any event Wedodo determines, in its sole discretion, that the Seller has engaged in any conduct that violates applicable anti-corruption laws, anti-money laundering laws and regulations, Wedodo shall immediately have the right to suspend the Services and thereafter terminate the Agreement.
• 6.4. Whistleblower mechanism– Wedodo encourages its employees and partners such as sellers, users and anyone having any connection with Wedodo, who have reasonable suspicions of misconduct to report such concerns without fear of punishment. The Seller can make disclosures by a written communication in good faith in relation to information that is indicative of unethical or improper activity. It is hereby clarified that such disclosures should not be personal or speculative in nature and should be based on facts. Upon receipt of such disclosures, Wedodo shall ensure that the Seller is not victimized and that the disclosure is kept confidential and is protected in all respects. Further, Wedodo shall on a best efforts basis ensure that the Seller will not be subjected to any kind of discrimination and will not face any retaliation. Any disclosure as per this clause can be reported online by addressing a mail or in writing to:

The CFO.
Wedodo Solutions LLP
503, Cyprus Tower, Aapno Ghar, Dhanbad, Jharkhand, 828109, India;

7. Compliance With Applicable Laws

• 7.1. Seller’s Products shall at all times be compliant with all the Applicable Law, including but not limited to, packing and labelling requirement under Legal Metrology Act, 2009, Quality Control Orders issued by the Bureau of Indian Standards from time to time, Food Safety and Standards Act, 2006, Drugs and Cosmetics Act, 1940 Consumer Protection Act, 2019 and its rules, labour laws, environmental laws and rules made thereunder. Further, Seller shall also be responsible for making payment of applicable taxes on manufacture and sale of Products to the User. The Seller shall not engage in any unfair trade practices and will not undertake any actions which are likely to result in any User being misled or deceived.
• 7.2. Seller shall also ensure full compliance with the applicable tax laws including but not limited to the provisions of Integrated Goods and Services Tax, Act, 2017 (IGST), Central Goods and Services Tax Act, 2017 (CGST) and Union Territory Goods and Services Tax, Act, 2017 (UTGST) or State Goods and Services Tax, Act, 2017 (SGST) including the statutes/ rules/ notification/ order/ circulars/ clarifications or FAQs (collectively “GST Laws”) in respect of the Products supplied by the Seller.
• 7.3. If the Seller is registered as a ‘Composition Taxpayer’ or as a ‘Unregistered Applicant with GST enrolment number’ on GSTN Portal, then in order to transact on or though the Platform, such Seller agrees to be bound by the following terms and restrictions with respect to the use of the Platform:        
• 7.3.1. Inter-state transactions through the Platform will not be permissible i.e. Composition Taxpayer or Unregistered Applicant with GST enrolment number shall not process or accept any order where: (a) either the customers placing the order; or (b) the delivery address for the order, is located outside the State in which such Composition Taxpayer or the Unregistered Applicant with GST enrolment number has obtained/ applied for a GST enrolment number/ registration (as the case may be);
• 7.3.2. Aggregate turnover shall not (in any case, whatsoever) exceed: (a) in case of Unregistered Applicant with GST enrolment number and dealing solely in goods: (i) INR 40,00,000 (for States other than special category States); and (ii) INR 20,00,000 (for special category States); (b) in case of Composition Taxpayers, (i) INR 1,50,00,000 (for States other than special category States); and (ii) INR 75,00,000 (for special category States), for carrying out any transactions in India (whether online or offline). The threshold for aggregate turnover shall be subject to revisions/amendment as prescribed under Applicable Laws;
• 7.3.3. Any increase in the aggregate turnover beyond the thresholds specified above, for a particular/previous financial year, shall require the Composition Taxpayer/ Unregistered Applicant with GST enrolment number to: (a) promptly intimate Wedodo; (b) obtain the relevant registration with the relevant authorities under applicable GST Laws; and (c) promptly cease to carry out any transactions/sale over the Platform. It is further clarified that Wedodo retains the right to invalidate or block any transaction for a Composition Taxpayer/ Unregistered Applicant with GST enrolment number not adhering to the aforesaid requirement;
• 7.3.4. Claiming input tax credit shall not be permissible as specified under GST Laws;
• 7.3.5. Products listed by such Composition Taxpayer/ Unregistered Applicant with GST enrolment number shall not be available for ‘re-selling’ purposes on the Platform;
• 7.3.6. Wedodo will raise bill of supply/commercial invoice on behalf of the Composition Taxpayer/ Unregistered Applicant with GST enrolment number, on the basis of the HSN Code (wherever applicable) and other relevant details provided by such seller;
• 7.3.7. Any Seller not holding a valid GST enrolment number/GST registration number, in compliance with applicable GST Laws shall not be entitled to use/ access/transact through the Platform or the Application in any manner whatsoever;
• 7.3.8. If Seller is responsible for B2C QR code invoicing it is the responsibility of Seller to inform Wedodo within adequate time period of at-least 30 days for enabling such invoicing feature. In case of non-compliance arising for not creating such invoice on account misinformation/non-communication by the Seller, Wedodo will not be responsible for such default by the Seller and Seller shall be liable for any fine levied by government accordingly;
• 7.3.9. In case the Seller has not complied with Section 206AA of Income Tax Act,1961 the Seller acknowledges and accepts that Wedodo will deduct TDS at higher rates, as applicable.

8. Seller’s Representations And Warranties

• 8.1. Seller represent and warrants to Wedodo as follows that:
• 8.1.1. to the extent applicable, Seller is duly organized, validly existing and in good standing under the Applicable Law of its incorporation or in the jurisdiction in which Seller is a resident and/ or do business and that Seller has full authority to enter into this Agreement and to perform all the obligations hereunder according to the terms hereof;
• 8.1.2. Seller has the necessary expertise and resources to carry out its obligations hereunder and there is no restriction, bar, constraint or prohibition on its carrying out the same;
• 8.1.3. Seller and its Affiliates, sub-contractors, agents, employees and representatives do not contravene any Applicable Laws or that it is hindered or obstructed in for effectively performing its obligations under the terms and conditions of this Agreement and the Products listed on the Application do not contravene any Applicable Law or the terms and conditions of this Agreement;
• 8.1.4. all consents, permissions, approvals, authorizations, orders, registrations or qualifications of, or with, any court or governmental authority having jurisdiction over Seller, have been obtained and are valid and shall be kept current, valid and fully operational during the Term pursuant to Applicable Law;
• 8.1.5. neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the fulfilment of or compliance with the terms and conditions of this Agreement, conflict with or infringe upon any third party rights or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which Seller is a party, or by which Seller or any of its property is bound, nor does such execution, delivery, consummation or compliance violate or result in the violation of its constitutional documents;
• 8.1.6. Seller has all requisite approvals, authorizations and permissions to sell the Products through all channels of sale and to promote, market and use the Product images, Product name, brand name and Product description including from the brand owners;
• 8.1.7. Seller is solely responsible for discharge of all tax liabilities and related compliances associated with all products and services sold on the Application;
• 8.1.8. Seller and its Affiliates, sub-contractors, agents, employees and representatives shall not infringe upon any third party rights while performing its duties and responsibilities under this Agreement nor has any claim of such infringement or violation been threatened or asserted against the Seller and its Affiliates, sub-contractors, agents, employees and representatives;
• 8.1.9. The Seller and its Affiliates, sub-contractors, agents, employees and representatives are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and
• 8.1.10. All Know your customer (KYC) information including GST registration/enrolment number (as may be applicable) provided at the time of onboarding is correct.

9. Seller’s Covenants And Undertakings

• 9.1. Seller covenants and undertakes to Wedodo that it and its Affiliates, sub-contractors, agents, employees and representatives shall:
• 9.1.1. act in accordance with the Agreement and exercise reasonable skill, care and diligence in the performance of its obligations hereunder;
• 9.1.2. ensure compliance with all Applicable Law including but not limited to provisions of Legal Metrology Act, 2009, Food Safety and Standards Act, 2006, Consumer Protection Act, 2019, Drugs and Cosmetics Act, 1940 and its regulations or rules as amended from time to time;
• 9.1.3. not infringe upon any third party rights (including rights of Wedodo) while performing its duties and responsibilities under this Agreement;
• 9.1.4. obtain and maintain all licenses, permits and approvals required by the governmental authorities for performance of its duties and responsibilities under this Agreement, and furnish proof thereof to Wedodo, and inform Wedodo immediately of the expiration, termination, non-renewal, denial or revocation of any such license, permit or approval including (but not limited to) labour laws, health and safety laws, and all other local legislations that may be applicable to the Seller;
• 9.1.5. exercise its discretion in accordance with industry best practices and for the benefit of Wedodo and its Affiliates;
• 9.1.6. observe and conform to all standards of business and shall not act, and shall refrain from acting, in any manner that could harm or tarnish the name, reputation, standing or goodwill of Wedodo and its Affiliates;
• 9.1.7. not incur any debt, loan or indebtedness in the name of Wedodo, nor use or imply any authority to use the credit of Wedodo;
• 9.1.8. undertake all repair, replacement, upgrade or procurement of its own equipment/ infrastructural facilities whether owned, leased, licensed or any form having control over by them which are necessary to facilitate the performance of this Agreement, at its own costs;
• 9.1.9. comply with Prohibited and Restricted Product Policy as available on the Seller Panel;
• 9.1.10. provide all details to Wedodo as required and mandated by Applicable Law; and
• 9.1.11. bring to the notice of Wedodo any expiry, modification, or suspension of any such approvals/ licenses and the initiation of any adverse action by the relevant authority concerned in relation thereto and which may interfere or have an adverse impact on the performance of its obligations under this Agreement including GST details. Failure to intimate Wedodo and the liabilities arising thereof shall be the sole responsibility of the Seller.
• 9.2. Seller shall and shall ensure that its Affiliates, sub-contractors, agents, employees and representatives do not host, display, upload, modify, publish, transmit, update or share any information or image or Product which:
• 9.2.1. belongs to any third party and over which Seller has no right;
• 9.2.2. is grossly harmful, harassing, blasphemous, defamatory, bigotry, obscene, pornographic, paedophilic, libellous, 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;
• 9.2.3. is false, inaccurate or misleading in any way;
• 9.2.4. 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;
• 9.2.5. harasses or advocates harassment of another person;
• 9.2.6. promotes illegal activity or conduct that is abusive, threatening, obscene, defamatory, or libelous;
• 9.2.7. infringes upon or violates any third party’s rights including but not limited to intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person’s name, email address, physical address, or phone number) or rights of publicity;
• 9.2.8. 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);
• 9.2.9. provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
• 9.2.10. 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 Application without Wedodo’s prior written consent;
• 9.2.11. interferes with another’s use and enjoyment of the Application;
• 9.2.12. refers to any website/URL which, at Wedodo’s sole discretion, contains material that is inappropriate for the Application or any other website and content that is prohibited or violates the letter and spirit of Agreement;
• 9.2.13. harms minors in any way;
• 9.2.14. infringes 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;
• 9.2.15. violates any law for the time being in force;
• 9.2.16. deceives or misleads the addressee/ Users about the origin of messages or communicates any information which is grossly offensive or menacing in nature;
• 9.2.17. deceives or misleads the addressee/Users of the Products available on the Application or any other platform of Wedodo;
• 9.2.18. impersonates another Person;
• 9.2.19. threatens the unity, integrity, defense, 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;
• 9.2.20. creates liability for Wedodo or causes Wedodo to lose (in whole or part) the services of Wedodo’s internet service provider or other sellers; or
• 9.2.21. promotes any of the competitors to Wedodo or any products associated with any competitors to Wedodo.
• 9.3. Failure to adhere to the above, as discovered by Wedodo or as intimated to it by a third party shall result in immediate termination of this Agreement.
• 9.4. The Seller acknowledges that the reputation of Wedodo and its products and services is of the highest order. In no event shall the Seller and its Affiliates, sub-contractors, agents, employees and representatives take any action that adversely affects Wedodo or any of Affiliates and/or their respective image, brand, reputation, products and/or services, or that casts any of the foregoing in a disparaging light, as determined by Wedodo in its sole and absolute discretion, as applicable under law. In particular, Seller shall ensure that, at all times during this Agreement, that its conduct shall reflect adherence to the highest professional, moral and ethical standards. If, in the absolute judgment of Wedodo, any act or omission of the Seller is inconsistent with any of the foregoing, Wedodo may immediately terminate this Agreement for cause.

10. Intellectual Property And Confidentiality

• 10.1. Wedodo grants the Seller with a limited, non-exclusive, non-transferable, non-sublicensable license to access, and make use of the Application/Seller Panel as set out under this Agreement. All rights not expressly granted to the Seller under this Agreement shall be reserved and retained by Wedodo and its Affiliates. In the event that this Agreement is terminated, the license provided by Wedodo to the Seller to access and make use of the Application/Seller Panel shall also lapse.
• 10.2. During the Term, Seller hereby grants to Wedodo and its Affiliates a royalty free, worldwide, non-exclusive license for the use of its Intellectual Property and to display its name, trademarks, brand name, company name, business associates etc., and all Intellectual Property pertaining to the Products, including any Product details, logos, images, trademarks and brand names in order to perform its obligations under this Agreement. Wedodo shall be entitled to use the Intellectual Property perpetually for any type of purpose, including, but not limited to, provision of Services, promotional and advertising purposes in any media, whether now known or hereafter devised or the creation of derivative work. Seller agrees that any Intellectual Property may be used by Wedodo, consistent with this Agreement, and Seller is not entitled to any payment or other compensation for such use. Wedodo can assign, sub-license or transfer such license to its Affiliates, representatives or agents. Nothing in this Agreement will prevent or impair Wedodo’s right to use the Sellers Intellectual Property or any Intellectual Property in the Products without the Sellers consent to the extent that such use is allowable without a licence from the Seller or its Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).
• 10.3. The Parties agree that this Agreement will not be deemed by implication or otherwise to grant to other Party any right in any Intellectual Property. Any use of Wedodo’s Intellectual Property by the Seller shall inure to the benefit of Wedodo and its Affiliates, and Seller shall not, now or in the future, apply for or contest the validity of any Wedodo’s Intellectual Property or apply for or use any intellectual property confusingly similar to any Wedodo’s Intellectual Property. Seller acknowledges that Wedodo and its Affiliates are and will at all times be the owner of Wedodo’s Intellectual Property and also undertakes not to challenge, directly or indirectly, the rights of Wedodo or its Affiliates associated with Wedodo’s Intellectual Property or otherwise jeopardise Wedodo or its Affiliate’s rights over Wedodo’s Intellectual Property.
• 10.4. The intellectual property rights associated with the Products and the brand thereof are the Seller’s property and that the Seller undertakes such Products do not infringe the intellectual rights of any third party or that the Seller has necessary authorization and permissions to allow the Seller to list/sell the Products on the Application.
• 10.5. The term “Intellectual Property” for the purposes of this Agreement means all inventions, software, know-how, algorithms, source code, object code, technical and business plans, specifications, modules, hardware, circuits, computer languages, computer programs, databases, user interfaces, workflows, encoding techniques, mask works, words, marks, names, numerals, letters, devices, labels, images, photos, videos, brands, logos, creatives, banners, slogans and other documents, materials and innovations of any kind, whether or not the foregoing are eligible for patent, copyright, mask work, trade secret, trademark, service mark or other legal protection and includes all worldwide patents and other patent rights, utility models, trademarks, service marks, domain names, copyrights and mask work rights whether registered or unregistered, including right to apply for any of the foregoing before any Intellectual Property Office in any part of the world.
• 10.6. Either Party agrees and undertakes that the (i) Intellectual Property; (ii) Data; (iii) identity and sensitive personal information of the Users; (iv) information pertaining to the Products sold to the User; (v) buying history of a User; (vi) software, documentation, hardware equipment devices, tools and (vii) any information concerning the organisation, finance, transactions, customers or affairs of either Party or its Affiliates (whether in graphic, written, electronic or machine readable form or oral or any other form and whether or not the information is expressly stated to be confidential or marked as such) (collectively the “Confidential Information“). Confidential Information shall include (i) customer, distribution, manufacturing, seller or business data, in particular, names, addresses, sales figures and sales conditions of each Party and its present or prospective clients; (ii) software data, particularly information relating to software products and the modules thereof as well as any devices designed by each Party or its Affiliates to prevent unauthorized copying and use; (iii) research and development data, and particularly information relating to the Intellectual Property under this Agreement; (iv) original information supplied by each Party or its Affiliates; (v) information not known to each Parties’ competitors or its Affiliates’ competitors nor intended by each Party or its Affiliates for general dissemination, including but not limited to, policies, strategies, the identity of various product and technology sellers or service-providers, information about Wedodo and its Affiliates and their executives, officers, directors and service providers; (vi) Each Party’s and its Affiliates’ product schematics, drawings, data, database, research and development, product and property plans, designs, protocols, prices, finances, marketing plans, business opportunities, personnel related information, sales and customer information, business policies, practices and strategies; (vii) any technical information relating to each Party and its Affiliates, including but not limited to financial information, equipment, documentation, strategies, marketing plans, prospective leads or target accounts, pricing information, information relating to existing, previous and potential customers and contracts disclosed by each Party or its Affiliates to the receipt of such information; (viii) information of third Parties which each Party or its Affiliates are obligated to keep confidential; (ix) all information that is disclosed to under this Agreement; and (x) any copies of the above-mentioned information.
• 10.7. Each Party’s Confidential Information shall be the exclusive property of the respective Party and its Affiliates and shall not be disclosed by recipient Party to any third Person or used for any purpose other than to perform the obligations under this Agreement, except as required under Applicable Law or with the prior written consent of the disclosing Party or its Affiliates. All Confidential Information shall only be used in a manner consistent with the intention and the spirit of the Agreement. In the event the ownership of any Confidential Information does not automatically vest in Wedodo or its Affiliates by virtue of this Agreement, or otherwise, and vests in Seller instead, Seller hereby transfers and assigns to Wedodo or its Affiliates, upon the creation thereof, all rights, title and interest Seller may have in and to such Confidential Information (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof. Seller shall take all reasonable steps, to protect Wedodo’s Confidential Information and shall ensure the Seller, it’s employees, affiliates, representatives, agents and sub-contractors who have access to such Confidential Information shall treat the same with the obligations of confidentiality as stringent as those covered under this Agreement. The rights conveyed and assigned hereunder to Wedodo may be exercised by Wedodo at any point in time at its discretion worldwide including the territory of India. Seller agrees that, notwithstanding the provisions of Section 19(4) of the Indian Copyright Act, 1957, the assignment in terms of this clause shall not lapse nor shall the rights transferred therein revert to the Seller even if Wedodo does not exercise the rights assigned and transferred to it, within a period of 1 (one) year from the date of the assignment. The Seller agrees that it waives any right it may have and will not raise any objection or claims before the copyright board or any other appropriate authority with respect to the assignment, pursuant to Section 19A of the Indian Copyright Act, 1957.
• 10.8. Seller acknowledges that the Confidential Information constitutes unique, valuable and special trade secret and business information of Wedodo and its Affiliates, and that any disclosure thereof (otherwise than as provided for herein) may cause irreparable injury to Wedodo. Accordingly, the Parties acknowledge and agree that as the breach or threatened breach of this clause by Seller would result in irreparable damage to Wedodo or its Affiliates which cannot be adequately compensated by monetary relief alone, and that Wedodo or its Affiliates shall be entitled to seek injunctive relief from an appropriate court of law.
• 10.9. Upon Seller discovering a breach of the confidentiality obligations by its personnel, Seller shall immediately inform Wedodo and its Affiliates of the same and take all steps necessary to mitigate such breach of confidentiality.
• 10.10. The provisions of this clause 10 shall survive the termination of this Agreement.

11. Disclaimer

• 11.1. The Application is presented “as is.” neither Wedodo nor its affiliates make any representations or warranties of any kind whatsoever, express or implied, in connection with these terms and conditions or the Application or any of the content, including but not limited to warranties of merchantability, non- infringement or fitness for a particular purpose, except to the extent such representations and warranties are not legally excludable.
• 11.2. Seller agrees that, to the fullest extent permitted by Applicable Law, neither Wedodo not its Affiliates will be responsible or liable (whether in contract, tort (including negligence) or otherwise) under any circumstances for any (a) interruption of business; (b) access delays or access interruptions to the Applications; (c) data non-delivery, loss, theft, mis-delivery, corruption, destruction or other modification; (d) loss or damages of any sort incurred as a result of dealings with or the presence of off- website links on the site; (e) viruses, system failures or malfunctions which may occur in connection with the Sellers’ use of the site, including during hyperlink to or from third party websites; (f) any inaccuracies or omissions in content; or (g) events beyond the reasonable control of Wedodo. Wedodo makes no representations or warranties that defects or errors will be corrected.
• 11.3. References on the Application to any names, marks, products or services of third parties or hypertext links to third party sites or information are provided solely as a convenience to the Seller. This does not in any way constitute or imply Wedodo endorsement, sponsorship or recommendation of the third party, information, product or service or any association and relationship between Wedodo and those third parties.
• 11.4. This disclaimer constitutes an essential part of this Agreement.

12. Term, Termination And Consequences Of Termination

• 12.1. This Agreement shall continue in full force until the Seller uses the Application and avails the Services (the “Term”) unless terminated under Clauses 12.2 or 12.3.
• 12.2. Wedodo shall be entitled to terminate this Agreement:
• 12.2.1. In accordance with Clauses 5.4, 6.3 and/or 9.2, immediately without notice;
• 12.2.2. By issuing a prior written notice of three (3) Business Days to Seller for terminating this Agreement without cause at any time during the Term;
• 12.2.3. On breach by Seller of this Agreement, Seller Policies or other Policies of Wedodo, as the case may be, (including any representation, warranty or covenant hereunder), which breach is not remedied by Seller within three (3) Business Days of receiving notice of such breach from Wedodo;
• 12.2.4. Immediately, without any further action or notice requirement (save for intimation to Seller of such termination), in the event that:
• i. Misconduct or negligence committed by Seller or its personnel;
• ii. Violation of any Applicable Law;
• iii. Upon reasonable believe that Seller has infringed intellectual property of any third party; or
• iv. Seller being ordered to be wound up or declared insolvent for any reasons by any court and/or an official liquidator/receiver being appointed with respect to its affairs save and except mergers, amalgamations, acquisitions or other schemes or arrangements in which Seller may (directly or indirectly) be a part.
• 12.2.1. Seller is entitled to terminate this Agreement on the commission of any breach by Wedodo of this Agreement which breach is not remedied by Wedodo within 30 (thirty) Business Days of receiving notice of such breach from Seller.
• 12.2.2. Wedodo shall, in its sole discretion, also have the right to take down/delist the Products, and/or temporarily suspend this Agreement and/or blacklist/deactivate the Seller in the event of any breach committed by the Seller as per the Seller Deactivation Policy as available on the Seller Panel.
• 12.2.3. The termination of this Agreement in any of the circumstances aforesaid shall not in any way affect or prejudice any right accrued to any Party against the others prior to such termination. Wedodo shall forthwith pay Seller all undisputed amounts outstanding, in terms of this Agreement subject to Wedodo’s Service Fee being received from the Seller, as the case may be.
• 12.2.4. Seller shall, upon request by Wedodo at any time, or upon the expiry or the earlier termination of this Agreement, (i) promptly return to Wedodo, in the format and on the media in use as of the date of the request, all or a portion of the Data, as requested; and (ii) erase or destroy all of the Data remaining in its possession after the return set out above.
• 12.2.5. Parties shall promptly, on a written request made by each party or upon the termination of this Agreement either return any Confidential Information supplied by it and all copies or extracts thereof, or erase or destroy such Confidential Information within a period of seven (7) days of such request. Parties shall certify in writing to each other that it has complied with its obligations under this clause.

Indemnity

• 13.1. Without prejudice to any other right available to Wedodo under Applicable Law or under this Agreement, Seller hereby defends, indemnifies and holds harmless Wedodo and its partners, officers, agents, and assigns from and against any and all losses, liabilities, damages, deficiencies, demands, claims (including third Person claims), actions, judgments or causes of action, assessments, interests, fines, penalties, diminution in value and other costs or expenses (including, without limitation, amounts paid in settlement, court costs and all attorneys’ fees and out of pocket expenses) directly or indirectly based upon, resulting from, or arising out of, or in relation to or otherwise in respect of:
• 13.1.1. any failure by Seller or its Affiliates or its personnel to perform or otherwise fulfil any covenant, undertaking or other agreement or obligation contained in this Agreement;
• 13.1.2. any breach of terms of this Agreement including Policies, Seller Policies, representations, warranties, covenants by the Seller or its Affiliates or its personnel;
• 13.1.3. any liability due to any non-compliance or violation of any Applicable Law by the Seller during the Term;
• 13.1.4. gross misconduct, willful negligence or fraud committed by Seller or its Affiliates;
• 13.1.5. any act or omission by the Seller resulting in any third-party claims to Wedodo;
• 13.1.6. any loss, misappropriations, misuse, infringement or damage to the Confidential Information which are in its possession or its personnel or any other persons engaged by Seller or within the control its control;
• 13.1.7. any losses including loss of input tax credit, claims, demands, liabilities, suits, proceedings, penalties, costs or expenses of any kind (including, attorneys’ fees and expenses) on account of violation of applicable tax laws by the Seller (including but not limited to non-filing of the requisite forms with the tax authorities to claim tax credit etc.);
• 13.1.8. any non-compliance with applicable GST Laws by Unregistered Applicant holding GST enrolment number or Composition Taxpayer on account of (including but not limited to): (i) making inter-state supply of goods through Platform; or (ii) breaching the threshold limit (i.e. aggregate turnover);
• 13.1.9. fines, or punitive damages resulting from supervisory actions against Seller and caused by Seller, as well as private settlements due to omissions and commissions by Seller;
• 13.1.10. any liability arising from a claim from a User, resulting from a deficiency in any Product sold by Seller; or
• 13.1.11. any third party infringement action initiated against Wedodo as a consequence of using intellectual property as provided by Seller to Wedodo under this Agreement or its breach of such third party right.
• 13.2. Any compensation or indemnity as referred to in Clause 13.1 above shall be such as to place Wedodo in the same position as it would have been in, had there not been any failure to perform or liability, or breach of any representation and warranty.
• 13.3. The indemnification obligations hereunder shall survive termination or expiration of this Agreement.

14. Force Majeure

• 14.1. If the performance of Wedodo’s obligations hereunder is prevented, restricted or interfered with by reason of any epidemic, pandemic or fire, or other casualty or accident; strike or labour disputes; war or other violence; or any act or condition beyond the reasonable control of Wedodo (each a “Force Majeure Event”), then Wedodo shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that Wedodo shall endeavour to give prompt notice within a period of 10 (ten) Business Days from the date of occurrence of the Force Majeure Event and providing a description to Seller of such Force Majeure Event in such notice, including a description, in reasonable specificity, of the cause of the Force Majeure Event and the likely duration of the impact or delay cause by the Force Majeure Event; and provided further that Seller shall use reasonable efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes are removed.
• 14.2. If Wedodo’s performance of its obligations under this Agreement is suspended due to the occurrence of a Force Majeure Event for a period in excess of 30 (thirty) Business Days, Wedodo may terminate this Agreement without incurring any charges.

15. Notices

• 15.1. Seller consent to receive notices through any mode including SMS, e-mail, phone calls etc. All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given if sent electronically, by registered or certified mail, return receipt requested or postage prepaid and addressed to the intended recipient as set forth below:

In the case of notices to Wedodo:
Kind attention: Legal Team
Address: Wedodo Solutions LLP. 503, Cyprus Tower, Aapno Ghar, Dhanbad, Jharkhand, 828109, India.
In the case of notices to the Seller: To such address as provided during the registration process.

• 15.2. Either Party may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other Party not less than 10 (ten) days’ prior written notice.

16. Restrictive Covenant

• 16.1 Seller shall not at any time during the Term, and for a period of 6 (six) months from the termination or expiry of this Agreement, either on Wedodo’s account or in connection with or on behalf of any other Person, firm or company in competition with Wedodo, solicit, hire, canvass or engage any resellers or employee of Wedodo or its Affiliates.

17. Limitation Of Liability

• 17.1. Notwithstanding anything contained in the provisions of this Agreement, Wedodo shall not be liable to the other Party for any punitive, exemplary, consequential, incidental, indirect or special damages. Wedodo expressly exclude their liability for any indirect, incidental, special, punitive, exemplary or consequential damages including (but not limited to) loss of anticipated profit or savings, loss of business, loss of revenue, depletion of goodwill, loss or corruption of data and/or similar losses, even if the Seller has been advised of the possibility of such loss or damages.
• 17.2. The total liability of Wedodo hereunder for any single event or a series of events constituting a breach of the Agreement or any default hereunder shall not exceed, under any circumstances, 100% (one hundred per cent) of the Services Fees paid or payable to Wedodo over the immediately preceding 3 (three) month period from the date of claim.
• 17.3. Seller agrees that no claims or action arising out of, or related to, the use of the Application or these terms and conditions may be brought by the Seller more than 6 (six) months year after the cause of action relating to such claim or action arose. Seller agrees that in the event that the Suppler has a dispute or is dissatisfied with the Application, termination of the use of the Application is the Sellers’ sole remedy. Wedodo has no other obligation, liability, or responsibility to the Seller.

18. Governing Law And Dispute Resolution

• 18.1. This Agreement shall be governed by the laws of India and the courts of Bangalore, Karnataka shall have exclusive jurisdiction to try all disputes between the Parties pursuant to this Agreement. Further, each Party shall comply with all applicable state or local laws, regulations, or ordinances in effect or hereafter governing the terms of this Agreement.
• 18.2. In case of any dispute, the Parties shall initially try to find an amicable solution. If the Parties are unable to agree on an amicable solution within 15 (fifteen) Business Days of receipt by one Party of written notice from the other Party, then such disputes arising out of or in connection with this Agreement shall be settled exclusively and finally through arbitration process by the sole arbitrator as mutually appointed by the Parties. The arbitration shall be held in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and subsequent amendments thereof, language of the arbitration shall be English, and the seat and venue of the Arbitration will be Bangalore. The arbitration award delivered by the tribunal shall be final and binding on both Parties. Each Party shall bear its own costs relating to such arbitration, and the Parties shall equally share the arbitrator’s fees. The award rendered may be entered and enforced in any court having jurisdiction at Bangalore. This arbitration clause shall be severable and may be enforced independently.

19. Miscellaneous

• 19.1. All the information on the Application is published in good faith. Wedodo does not make any warranties about the completeness, reliability and accuracy of this information. Any action Seller takes relying upon the information Seller finds on the Application, is strictly at its own risk. Wedodo will not be liable for any losses and/or damages in connection with the use of our Application.
• 19.2. Audit rights: Seller shall keep books, records, and accounts with enough detail and precision as to clearly reflect its transactions and the use or disposition of its resources or assets. Seller agrees that Wedodo has the rights to audit the transactions related to its execution of its obligations under this agreement at any time and upon reasonable notice.
• 19.3. Rights on Feedbacks and Recommendations: If Seller or any of its Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Application or Services (including any related technology) or any testimonials, reviews, content, video clip, interviews, audio clips or any other media information used for promotion, marketing or advertisement of Wedodo, it’s brand name, Application or Services, Seller will, to the extent necessary and authorized by law, irrevocably grant to Wedodo, a royalty-free, perpetual, exclusive and worldwide license on all right, title, and interest in and to the suggestions and such content developed by the Seller or its Affiliates, for the duration of protection of the underlying rights. Wedodo shall unequivocally own and use such content over any platform or channels of communication as it may deem fit and that Seller consents to use of such content by Wedodo accordingly.
• 19.4. Independent Parties: This Agreement is entered on a principal-to-principal basis. The Parties are independent to each other and nothing contained herein shall be deemed to construe either Party to be the employee, agent, servant, partner, joint venture partner, subsidiary, Affiliate or group company of the other Party. Seller acknowledges and agrees that Wedodo is an independent contractor for all purposes and does not have control of or liability for the Products that are listed on the Application and paid for by using the payment facility. Wedodo does not guarantee the identity of any other User(s) nor does it ensure that any User will complete a transaction.
• 19.5. Assignment: Neither Party shall in any manner whatsoever transfer or otherwise assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding anything contained herein, Wedodo may assign this Agreement to any of its group companies, Affiliates or subsidiaries, without any prior written consent of the Seller.
• 19.6. Modification: Wedodo may change or modify the Agreement, Seller Policies or the Policies in the Seller Panel at any time with immediate effect for any reason that Wedodo deems fit and appropriate. Wedodo will reasonably endeavour, at its sole discretion to notify Seller about any change or modification by sending an email on the registered email id of the Seller and/or displaying any such change on the Seller’s notice board in the Seller Panel. Seller’s continued use of the Services after the effective date of any such change in accordance with this clause will constitute its acceptance of that change. If any change is unacceptable to Seller, Seller agrees not to use the Services and to terminate the Agreement as described in Clause 12.
• 19.7. Entire Agreement: This Agreement along with the Schedule, Seller Policies and Policies shall constitute the entire Agreement and understanding of the Parties with respect to its subject matter and shall supersede all prior representations, promises, communications, understanding or agreements, both written and oral, with respect to such subject matter.
• 19.8. Survival: Any provision of the Agreement that contemplates performance or observance subsequent to termination or expiration of the Agreement will survive termination or expiration of the Agreement and continue in full force and effect, including without limitation Clauses 5 (Data), 6 (Anti-Corruption And Anti-Bribery, Anti Money Laundering And Whistleblower Mechanism), 7 (Compliance with Applicable Law), 8 (Seller Representations and Warranties), 9 (Seller Covenants and Undertakings), 10 (Intellectual Property and Confidentiality), 11 (Disclaimer), 12.6, 12.7, 13 (Indemnity), 15 (Notices), 16 (Restrictive Covenants), 17 (Limitation of Liability), 18 (Governing Law and Dispute Resolution), 19 (Miscellaneous)
• 19.9. Waiver: No failure or delay by any Party hereto in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof or a waiver of any other rights, powers or remedies, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of any such right, power, or remedy or the exercise of any other right, power or remedy; no waiver by either Party shall be effective unless it is given in writing by a duly authorised representative of such Party.
• 19.10. Severability: If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision, and all other provisions of this Agreement shall continue to remain in full force and effect.

Schedule 1 Services

Seller agrees to receive following Services subject to payment of Service Fee, Seller Fee and other charges as and when finalised by Wedodo towards provision of these Services, either by Wedodo or through a third party, as applicable:

1. Listing services for listing of the Products on the Application.
2. Wedodo shall provide Seller with access to a Seller Panel to enable Seller to add new products, update their description, HSN code, GST rate, inventory, fulfil orders, check for payments, view sales reports, etc.
3. Marketing services to Seller for its Products.
4. Payment collection services to Seller.
5. Logistics and/or warehousing/fulfilment centre services to Seller for its Products.
6. Account management services.
7. Any other service as may be agreed by the Parties from time to time.

Schedule 2 Account Management Services

Wedodo shall (directly or through third party service providers engaged by Wedodo) provide account managers to perform the following services for the Seller:

Account Analysis:

1. The account manager shall analyze the accounts as per status and will notify the Seller regarding product potential and actions required from the seller.
2. The account manager shall review current account status such as POA, product block ticket, SLA breaches etc.

Listing Optimization:

1. The account manager shall optimize listing content and add relevant content in order to increase the visibility of the products.
2. The account manager shall create up to 100 new catalogs every month in the service period for sellers.
3. The Seller shall provide documents relating to brand approval and category approval.
4. The Seller will provide required details such as dimensions, materials, fabrics and other special features and specifications.
5. The Seller will provide images as per guidelines for product listing and confirm the prices.

Advertisement:

1. The account manager shall create up to 50 new campaign or 50 SKU per one month on behalf of the Sellers with the approval of the Sellers.
2. Optimization – Optimized budget and bidding as per Product selection.
3. Reporting – Reporting weekly to sellers about performances and ROI.
4. The account manager shall recommend catalogues and budgets.
5. The account manager shall recommend cost per click bids in order to optimize ROI for all campaigns.

Account Health Management – Monitoring on different parts of the account like SLA Breaches, policies violations:

1. The account manager shall monitor customer returns, RTO and other quality issues.
2. The account manager shall be responsible for Inventory Management to prevent fulfilment issues.
3. The account manager shall generate SX tickets to resolve concerns related to account health.
4. The account manager shall take necessary action and case representation for account quality management.

Recommendation:

1. The account manager shall recommend prices and share the same with Seller and will be implemented with the approval of the Seller.
2. The account manager shall recommend products as suggested by the Company.

Reporting:

1. The account manager shall email and call and update the Seller about the work.
2. The account manager shall call the Seller three (3) times a week.
3. The sellers may call the account manager at any time.
4. The account manager shall send monthly plans.
5. The account manager shall share weekly/monthly business reports.

Miscellaneous:

1. The account manager shall take approval from the Seller before performing any action on the Seller account, and Seller shall be responsible for providing approval in timely fashion.
2. The Seller shall not share their login email and password to account manager under any circumstance and agrees that Wedodo shall not be liable for any misconduct resulting from such unauthorised sharing of login details.