THESE TERMS OF SALE (“TERMS OF SALE”) IS AN ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THESE TERMS OF SALE DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE.
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT (“YOU”) AND ARTVAULT TECHNOLOGIES PRIVATE LIMITED. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE SITE.
THESE TERMS OF SALE IS A LEGALLY BINDING DOCUMENT BETWEEN BUYER AND SELLER WHERE THE SELLER HAS MADE THE OFFER TO SELL THE PRODUCTS BY LISTING THE SAME ON THE WEBSITE AND BUYER HAS ACCEPTED SUCH OFFER OF THE SELLER BY AGREEING TO BUY THE PRODUCT SO OFFERED ON THE WEBSITE. THESE TERMS OF SALE WILL BE EFFECTIVE AND BINDING ON THE SELLER UPON SELLER’S ADVERTISING, EXHIBITING AND CREATING A LISTING OF THE PRODUCT ON THE WEBSITE, AND SHALL BE EFFECTIVE AND BINDING ON THE BUYER UPON BUYER AGREEING TO PURCHASE THE PRODUCTS SO LISTED BY THE SELLER.
These Terms of Sale are subject to revision at any time and hence both buyers and sellers are requested to carefully read these Terms of Sale from time to time before listing any Product or before making any purchase of the Products. The revised Terms of Sale shall be made available on the Website. If such a facility is provided, You may determine when these Terms of Sale were last modified by referring to the “Last Updated” legend provided above. You are requested to regularly visit the Website to view the most current Terms of Sale. It shall be Your responsibility to check these Terms of Sale periodically for changes and buyer should also check Additional Terms of Sale of the Seller on the Product listing. You may be asked to provide Your specific consent to any updates in a specified manner before any further use of the Website and related services. If no separate consent is sought, Your continued use of the Website following such changes and modifications to the Website or these Terms of Sale will constitute Your acceptance of such changes or modifications.
As used in this Agreement, “we,” “us,” and “Artvault” means ArtVault Technologies Private Limited. Capitalized terms have the meanings listed below:
- Your Product Listings and Orders
- Products and Product Information.
You will, in accordance with applicable ArtVault policies, provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through the ArtVault Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the ArtVault Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the ArtVault Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the ArtVault Site.
For each item you list on the ArtVault Site, you will provide to us the state or country from which the item ships.
- Product Listing; Merchandising; Order Processing.
We will list Your Products for sale on the ArtVault Site in the applicable product categories which are supported for third party sellers generally on the ArtVault Site on the applicable Launch Date, and conduct merchandising and promote Your Products as determined by us (including via the Artvault Associated Properties or any other functions, features, advertising, or programs on or in connection with the ArtVault Site). ArtVault reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the ArtVault Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the ArtVault Site and ArtVault may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section 6.
ArtVault mandates delivery and reverse pick up via its Logistics Partner to all customers buying from the Site. ‘Logistic Partner’ shall mean a third party logistic service provider approved by ArtVault.
You agree and understand that as and when the goods are shipped through such Logistic Partner, seller shall enter into a bi-partite contract with the Logistic Partner and ArtVault shall not be a party to such contract / transaction and all rights / liabilities / obligations with respect to such logistic services shall be between seller and Logistic Partner.
You are requested to read the following points carefully before booking the consignment:
- Logistic Partner accepts documents for shipping from one destination to other. You may carefully note that your consignment must not contain any letter of communication which will infringe the Indian Postal Act 1983. We accept parcels in good faith that they do not contain anything, which will violate the law.
- ‘Shipment / Consignments’ means all parcels (excluding documents) that travel under one waybill and which may be carried by any means the Logistic Partner chooses, including air, road or any other carrier. A ‘waybill’ shall include any label produced by the Logistic Partner under automated systems, air waybill, or consignment note and shall incorporate the ToU. Every Shipment is transported on a limited liability basis as provided herein. If a shipper requires greater protection, seller has to insure their respective consignments.
- Shipments are delivered only to the receiver`s address given by the seller but not necessarily to the named receiver personally.
- Consignments, which are of hazardous nature (Chemicals, flammable articles and liquids) expressly prohibited by the railway/airport authority or any other transport agency, shall not be accepted.
- You shall:
- not enclose cash in the courier consignment and not book jewels, textiles, high value gift articles, share certificates and travel documents. Logistic Partner’s liability in cases of any loss or damage to the consignment shall not exceed Rs. 5000 /-
- declare the value of the consignment on the consignment note & shipping label at the time of booking.
- ensure that the consignment is properly packed as per the packaging guidelines mentioned here _____. Under no circumstances shall the packaging material contain name, trademarks, logos, images, symbol, text, graphics, photographs and/or other material or information belonging to any third party including any marketplace other than ArtVault.
- If more than one consignment is booked to the same consignee on different airway bill numbers, you shall ensure that the full address is written on all the consignments.
- provide at least 2 copies of invoice/declaration to facilitate delivery.
- hand over all their consignments before the specified Estimated Ship Date for on time delivery.
- Consignments addressed to Ministry Offices and Central Government Offices in New Delhi are put in the box at the gate, due to security reasons as per the direction of the Central Government without taking any POD proof/acknowledgement from the receiver.
- Logistic Partner shall not be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any Government Agencies due to lack of proper documents.
- Logistic Partner shall not be liable for any loss arising due to the causes beyond its control such as floods, accidents, fire, theft, war etc.
- Every effort is made to adhere to the delivery schedule, but it may be delayed in the circumstances beyond Logistic Partner’s control.
- Octroi or any other charges levied by any Central/State/Local Authorities wherever applicable shall be extra and the seller shall pay it in Indian National Rupees.
- Logistic Partner has the right but not the obligation, to inspect any shipment without prior intimation to the seller for checking the contents.
- All matters of business should be settled within the jurisdiction of the booking station.
- Parcels shall be accompanied by the respective state forms as prescribed by the Govt. of India to meet the requirements of tax authorities.
- Consignments addressed to a Post Box Number cannot be delivered.
- Seller shall indemnify and hold ArtVault, harmless for any loss or damage arising out of seller’s or Shipper’s failure to comply with any applicable laws or regulations and for breach of the following warranties and representations:
- all information provided by seller to ArtVault is complete and accurate;
- the shipment was prepared in secure premises by seller or his/her employees;
- the seller employed reliable staff to prepare the shipment;
- the seller protected the shipment against unauthorized interference during preparation, storage and transportation to us;
- the shipment is properly marked and addressed and packed to ensure safe transportation with ordinary care in handling;
- all applicable laws and regulations have been complied with;
- The invalidity or unenforceability of any provision herein shall not affect any other part of this ToU.
- Dead/dry weights or volumetric weight, whichever is higher, will be charged & considered while calculating the weights & rates and will be billed to next higher half or one kg. The final weights will be marked by Logistic Partner itself. Any discrepancies in weight shall be rectified before final delivery to the customer. No post delivery weight disputes will be taken up by the Logistic Partner.
- All non documents consignments must accompany all statutory declarations and invoices for speedy regulatory clearances.
- Regular pick up will be carried out on the business days. Transit time will not include non –business days.
- Notwithstanding anything contained anywhere or earlier agreed between the parties, any consignment which is returned back to origin (RTO) for any reason whatsoever shall be chargeable at the same rate at which the consignment was initially booked by the seller and the seller shall be liable for the payments of such RTO service charges without raising any objections or disputes whatsoever.
- Logistic Partner will process all the parcels and process its through its various branches.
- It is expressly understood by the parties to the agreement that Logistic Partner is merely a service provider to seller.
- Logistic Partner may provide web based online tracking for the shipments carried in its network.
- Customer may be provided facility to pay in cash or through card wherever possible for Cash on Delivery shipments. Logistic Partner will be liable for the damage to the shipment only if shipment has been identified as “damaged” by Logistic Partner before delivery to customer or customer has rejected the shipment with reason as “damaged shipment”.
- Logistic Partner will not take any responsibility of damage to shipments for reverse pickup from customer or customer rejection of shipment at the time of delivery unless the same is on account of damage caused by Logistic Partner.
- The first attempt for delivery of shipment shall be made by Logistic Partner within 7 business days after pickup from the location.
- Once a reverse pickup request is received by Logistic Partner, first pickup attempt for reverse pickup from consignee will be made within the next business two days.
- If shipment could not be picked up from consignee location because of reasons beyond Logistic Partner’s control, Logistic Partner will not be held responsible for the same.
- Logistic Partner reserves the right to cancel the reverse pickup request without any prior intimation.
To assist sellers, ArtVault shall bear the logistics charges pan India for all parcels up to the limit of 5% of Settlement Amount due to you as seller for each of Your Transactions. All logistics charges over and above this would be borne by the seller.
You, as a seller, shall be required to dispatch the products and/or services for every transaction to the buyer within the time period as provided in the policies to ensure that the products and/or services are delivered in a timely manner. Further, you will solely be responsible for undertaking transit insurance for products sold on the Site. For avoidance of doubt, ArtVault will not be responsible for undertaking any insurance(s) for products sold by sellers on the Site. It is hereby clarified and agreed by the seller that ArtVault is merely a facilitator so far as logistic services are concerned and logistic services are provided by the Logistic Partner.
We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with Section 2.2) that has been charged for an order that we stop or cancel.
We will bear the risk of fraudulent purchases arising from theft and unauthorized use of a third party’s credit card / banking details occurring in connection with Your Transactions, and you will bear all other risks of fraud or loss. However, we will not bear the risk of fraud for any Products being shipped by you and that is not fulfilled strictly in accordance with the Order Information and Shipment Information.
- Sale and Fulfilment, Refunds and Returns
- Sale and Fulfilment.
Other than as described in Section 1.3 above, for the ArtVault Site for which you register or use the Service, you will: (a) source and sell (and fulfil, ship and deliver in case of Self Ship) your Products in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the ArtVault Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the ArtVault Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to ArtVault information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us).
- Returns and Refunds.
You will route all such payments through ArtVault. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable ArtVault Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section 6). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.
- Problems with Your Products
- Delivery Errors and Nonconformities; Recalls.
You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification; or (c) errors / omissions by Logistic Partner.
- Parity with Your Sales Channels
Subject to this Section 4, you are free to determine which of Your Products you wish to list for sale on the ArtVault Site. You will maintain parity between the products you offer through Your Sales Channels and the products you list on the ArtVault Site by ensuring that at the applicable Launch Date and thereafter: (a) the Purchase Price and every other term of offer and/or sale of Your Product (including associated shipping and handling charges, Shipment Information, any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favourable to users of the ArtVault Site as the most favourable terms upon which a product is offered and/or sold via Your Sales Channels (excluding consideration of Excluded Offers); (b) customer service for Your Products listed on the ArtVault Site is at least as responsive and available and offers at least the same level of support as the most favourable customer services offered in connection with any of Your Sales Channels (provided that any such customer service will at all times be conducted in a timely, professional and courteous manner) (this requirement does not apply to customer service for payment related issues on Your Transactions, which we will provide); and (c) the Content, Required Product Information and other information under Section 1.1 regarding Your Products listed on the ArtVault Site that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any noncompliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section 2.2.
- Sales Proceeds & Refunds.
- Nodal Account.
Remittances to you for Your Transactions (excluding COD transactions) will be made through a nodal account (the “Nodal Account”) in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/ 231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009.
Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.
“Eligible Transaction” means Your Transaction against which the actual shipment date has been confirmed by you.
“Designated Day” means any particular Business Day of the week designated by ArtVault on a weekly basis, in its sole discretion, for making remittances to you.
“Payment Date” means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.
“Settlement Amount” means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the ArtVault Commissions due for such sums; (b) any Selling on ArtVault Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the ArtVault Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; and (g) any other applicable fee prescribed under the Policies (including fee payable under the FBA Fee Schedule for ArtVault Site), if applicable.
- Payment Failure
In the event that we elect not to recover from you a customer’s chargeback, failed payment, or other payment reversal (a “Payment Failure”), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.
- Control of Site
Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the ArtVault Site and the Service (including the right to redesign, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to any of the ArtVault Site and the Service and any element, aspect, portion or feature thereof (including any listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to delist, or require you not to list any or all products on the ArtVault Site in our sole discretion.
- Effect of Termination
Upon termination of these Service Terms in connection with the ArtVault Site, all rights and obligations of the parties under these Service Terms with regard to the ArtVault Site will be extinguished, except that the rights and obligations of the parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
- Tax Matters
All payments by ArtVault to you shall be made subject to any applicable withholding taxes under the applicable Law. ArtVault will retain, in addition to its net fees together with any applicable taxes ArtVault determines it is obligated to charge or collect on the fees, an amount equal to the legally applicable withholding taxes at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and delivering to ArtVault sufficient documents evidencing the deposit of such tax. Upon receipt of the evidence of deduction of such tax, ArtVault will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and provide evidence to that effect within five (5) Business Days from the end of the relevant month, ArtVault shall have the right to utilize the retained amount for discharging its tax liability.
Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to ArtVault and ArtVault shall provide the necessary support and documentation as may be required by you for discharging your obligations.
ArtVault has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case ArtVault successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.